0001047469-14-001688.txt : 20140303 0001047469-14-001688.hdr.sgml : 20140303 20140303163413 ACCESSION NUMBER: 0001047469-14-001688 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140303 DATE AS OF CHANGE: 20140303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Activision Blizzard, Inc. CENTRAL INDEX KEY: 0000718877 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954803544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 14660777 BUSINESS ADDRESS: STREET 1: 3100 OCEAN PARK BLVD CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3102552000 MAIL ADDRESS: STREET 1: 3100 OCEAN PARK BLVD CITY: SANTA MONICA STATE: CA ZIP: 90405 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC /NY DATE OF NAME CHANGE: 19930114 FORMER COMPANY: FORMER CONFORMED NAME: MEDIAGENIC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC DATE OF NAME CHANGE: 19880829 10-K 1 a2218641z10-k.htm 10-K

Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS

Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark one)    

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2013

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                to                               

Commission File Number 1-15839

LOGO

ACTIVISION BLIZZARD, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  95-4803544
(I.R.S. Employer Identification No.)

3100 Ocean Park Boulevard, Santa Monica, CA
(Address of principal executive offices)

 

90405
(Zip Code)

Registrant's telephone number, including area code: (310) 255-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class   Name of Each Exchange on Which Registered
Common Stock, par value $.000001 per share   The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ý   Accelerated Filer o   Non-accelerated Filer o
(Do not check if a smaller reporting company)
  Smaller Reporting Company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

         The aggregate market value of the registrant's Common Stock held by non-affiliates on June 28, 2013 (based on the closing sale price as reported on the NASDAQ) was $5,992,872,321.

         The number of shares of the registrant's Common Stock outstanding at February 24, 2014 was 712,370,652.

         Documents Incorporated by Reference

         Portions of the registrant's definitive Proxy Statement, to be filed with the Securities and Exchange Commission with respect to the 2014 Annual Meeting of Shareholders which is expected to be held on June 5, 2014, are incorporated by reference into Part III of this Annual Report.

   


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Table of Contents

 
   
  Page No.
PART I.    3
    Cautionary Statement   3

Item 1.

  Business   3

Item 1A.

  Risk Factors   14

Item 1B.

  Unresolved Staff Comments   37

Item 2.

  Properties   37

Item 3.

  Legal Proceedings   38

Item 4.

  Mine Safety Disclosures   41
PART II.    42

Item 5.

  Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities   42

Item 6.

  Selected Financial Data   46

Item 7.

  Management's Discussion and Analysis of Financial Condition and Results of Operations   47

Item 7A.

  Quantitative and Qualitative Disclosures about Market Risk   83

Item 8.

  Financial Statements and Supplementary Data   85

Item 9.

  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   85

Item 9A.

  Controls and Procedures   85

Item 9B.

  Other Information   86
PART III.    87

Item 10.

  Directors, Executive Officers, and Corporate Governance   87

Item 11.

  Executive Compensation   87

Item 12.

  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   87

Item 13.

  Certain Relationships and Related Transactions, and Director Independence   87

Item 14.

  Principal Accounting Fees and Services   87
PART IV.    88

Item 15.

  Exhibits, Financial Statement Schedule   88
SIGNATURES   89
Exhibit Index   E-1

2


Table of Contents


PART I

CAUTIONARY STATEMENT

        This Annual Report on Form 10-K contains, or incorporates by reference, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements consist of any statement other than a recitation of historical fact and include, but are not limited to: (1) projections of revenues, expenses, income or loss, earnings or loss per share, cash flow or other financial items; (2) statements of our plans and objectives, including those relating to product releases; (3) statements of future financial or operating performance; (4) statements about the impact of the recently consummated transactions involving the repurchase of shares from Vivendi, S.A., and the debt financing related thereto; and (5) statements of assumptions underlying such statements. Activision Blizzard, Inc. generally uses words such as "outlook," "forecast," "will," "could," "should," "would," "to be," "plans," "believes," "may," "expects," "intends," "anticipates," "estimate," "future," "positioned," "potential," "project," "remain," "scheduled," "set to," "subject to," "upcoming" and other similar expressions to help identify forward-looking statements. Forward-looking statements are subject to business and economic risks, reflect management's current expectations, estimates and projections about our business, and are inherently uncertain and difficult to predict. Our actual results could differ materially from expectations stated in forward-looking statements. Some of the risk factors that could cause our actual results to differ from those stated in forward-looking statements can be found in "Risk Factors" included in Part I, Item 1A of this Report. The forward-looking statements contained herein are based upon information available to us as of the date of this Annual Report on Form 10-K and we assume no obligation to update any such forward-looking statements. Although these forward-looking statements are believed to be true when made, they may ultimately prove to be incorrect. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and may cause actual results to differ materially from current expectations.

        Activision Blizzard Inc.'s names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or trade names of Activision Blizzard. All other product or service names are the property of their respective owners.

Item 1.    BUSINESS

Overview

        Activision Blizzard is a worldwide publisher of online, personal computer ("PC"), video game console, handheld, mobile and tablet games. The terms "Activision Blizzard," the "Company," "we," "us," and "our" are used to refer collectively to Activision Blizzard, Inc. and its subsidiaries. Through Activision Publishing, Inc. ("Activision"), we are a leading international developer and publisher of interactive software products and content, with a focus on developing and publishing video games on various consoles, handheld platforms and the PC platform, primarily based on internally developed properties, as well as some licensed properties. Activision currently offers games that operate on the Microsoft Corporation ("Microsoft") Xbox One ("Xbox One") and Xbox 360 ("Xbox 360"), Nintendo Co. Ltd. ("Nintendo") Wii U ("Wii U") and Wii ("Wii"), and Sony Computer Entertainment Inc. ("Sony") PlayStation 4 ("PS4") and PlayStation 3 ("PS3") console systems (Xbox One, Wii U, and PS4 are collectively referred to as "next-generation"; Xbox 360, Wii, and PS3 are collectively referred to as "current-generation"); the PC; the Nintendo 3DS ("3DS"), Nintendo Dual Screen ("DS") and Sony PlayStation Vita handheld game systems; and other handheld and mobile devices. Through Blizzard Entertainment, Inc. ("Blizzard"), we are the leading publisher of online subscription-based games in the massively multiplayer online role-playing game ("MMORPG") category. Blizzard also internally develops and publishes PC and console games and maintains a proprietary online-game related service, Battle.net®.

3


Table of Contents

        Our Activision business involves the development, marketing, and sale of products through retail channels or digital downloads, which are principally based on our internally developed intellectual properties, as well as some licensed properties. Activision continues to focus its efforts in the areas we believe have the most opportunity for growth and higher profitability, while reducing investments in areas we believe have less profit potential and limited growth opportunities. To that end, investments are being focused on proven intellectual properties to develop deep, high-quality content that offers engaging online gaming experiences. One of our leading franchises is Call of Duty®, which launched in 2003. Call of Duty is the best-selling Western interactive franchise since its launch, with over $9 billion of life-to-date revenues. In 2013, Activision released the latest installment in the franchise, Call of Duty: Ghosts™, which, in the fourth quarter of 2013, in North America and Europe combined, was the #1 best-selling game title overall and #1 best-selling game on the next-generation PS4 and Xbox One console platforms. Activision is currently developing sequels and additional content to build on the continued success of the Call of Duty franchise and we expect to expand the franchise into China.

        While focusing on our proven intellectual properties is one of Activision's priorities, we also continue to make strategic investments in developing new intellectual properties that we believe have the potential to be successful in the long term. For example, in 2011, we debuted a new internally developed franchise with the release of Skylanders Spyro's Adventure®. We launched the first sequel, Skylanders Giants, in October 2012, and the newest installment, Skylanders SWAP ForceTM, in October 2013. Games in the Skylanders™ franchise combine the use of toys with video games to deliver innovative game play experiences to our audiences. According to The NPD Group, GfK Chart-Track, and internal estimates, the Skylanders franchise, including toys and accessories, had generated more than $2 billion in worldwide life-to-date revenues at retail as of December 31, 2013. Additionally, we have established a long-term alliance with Bungie, the developer of game franchises including Halo, Myth and Marathon, and expect to release Bungie's next big action game universe, Destiny™, in September 2014.

        Blizzard is a development studio and publisher best known as the creator of the World of Warcraft® franchise, as well as the multiple award winning Diablo® and StarCraft® franchises. Blizzard distributes its products and generates revenues worldwide through various means, including: subscriptions; sales of prepaid subscription cards; value-added services such as realm transfers, faction changes, and other character customizations within the World of Warcraft gameplay; retail sales of physical "boxed" products; online download sales of PC products; and licensing of software to third-party or related party companies that distribute World of Warcraft, Diablo III, and StarCraft II products. Blizzard has released four expansion packs to World of Warcraft—World of Warcraft: The Burning Crusade®, World of Warcraft: Wrath of the Lich King®, World of Warcraft: Cataclysm®, and World of Warcraft: Mists of Pandaria®. In July 2010, the Company launched the sequel to StarCraft, StarCraft II: Wings of Liberty®. In conjunction with this release, Blizzard launched a new version of its 24/7 online gaming service, Battle.net, facilitating the creation of user generated content, digital distribution and online social connectivity among World of Warcraft, StarCraft II, and Diablo III players. Blizzard also released its first StarCraft II expansion pack, StarCraft II: Heart of the Swarm®, in March 2013. In May 2012, Blizzard released Diablo III, which sold more than 12 million copies sold worldwide through December 31, 2012. In September 2013, Blizzard released Diablo III for the PS3 and Xbox 360, and confirmed plans to adapt the game for the PS4. In addition, Blizzard developed Hearthstone™: Heroes of Warcraft™, a free-to-play digital collectible card game, which was released in closed beta in August 2013 and open beta in January 2014, and is currently developing Heroes of the Storm™, a new free-to-play online hero brawler.

        Revenues associated with the Call of Duty, Skylanders and World of Warcraft franchises combined accounted for 80%, 72% and 73% of our consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively.

4


Table of Contents

        The Activision Blizzard Distribution ("Distribution") business consists of operations in Europe that provide warehousing, logistical, and sales distribution services to third-party publishers of interactive entertainment software, our own publishing operations, and manufacturers of interactive entertainment hardware.

The Company's Formation, Business Combination with Vivendi Games and Recently Consummated Share Repurchase from Vivendi

        Activision, Inc. was originally incorporated in California in 1979 and was reincorporated in Delaware in December 1992.

        On July 9, 2008, a business combination (the "Business Combination") by and among Activision, Inc., Sego Merger Corporation, a wholly-owned subsidiary of Activision, Inc., Vivendi S.A. ("Vivendi"), VGAC LLC, a wholly-owned subsidiary of Vivendi , and Vivendi Games, Inc. ("Vivendi Games"), a wholly-owned subsidiary of VGAC LLC, was consummated. As a result of the consummation of the Business Combination, Activision, Inc. was renamed Activision Blizzard, Inc. and Vivendi became a majority shareholder of Activision Blizzard. Activision Blizzard is a public company traded on the NASDAQ under the ticker symbol "ATVI."

        On October 11, 2013, we repurchased approximately 429 million shares of our common stock, pursuant to a stock purchase agreement (the "Stock Purchase Agreement") we entered into on July 25, 2013, with Vivendi and ASAC II LP ("ASAC"), an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary of Vivendi ("New VH"), which was the direct owner of approximately 429 million shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the transaction (collectively, the "Purchase Transaction"). The repurchased shares were recorded in "Treasury Stock" in our consolidated balance sheet.

        Immediately following the completion of the Purchase Transaction, ASAC purchased from Vivendi 172 million shares of Activision Blizzard common stock, pursuant to the Stock Purchase Agreement, for a cash payment of $2.34 billion, or $13.60 per share (the "Private Sale"). Robert A. Kotick, our Chief Executive Officer, and Brian G. Kelly, Chairman of our Board of Directors, are affiliates of ASAC II LLC.

        As of December 31, 2013, (i) we had 704 million shares of common stock issued and outstanding, approximately 64% of which was held by the public, (ii) Vivendi held 83 million shares, or approximately 12% of the outstanding shares of our common stock, and (iii) ASAC held 172 million shares, or approximately 24% of the outstanding shares of our common stock.

Our Strategy

        Our objective is to continue to be a worldwide leader in the development, publishing, and distribution of high-quality interactive entertainment software, online content and services that deliver highly satisfying entertainment experiences.

        Continue to Improve Profitability.    We continually strive to manage risk and increase our operating efficiency with the goal of increased profitability. We believe the key factors affecting our future profitability will be the success of proven franchises and genres, cost discipline, and our ability to benefit from the continued growth of online and digital revenue opportunities.

        Create Shareholder Value.    We continue to focus on enhancing shareholder returns through profitable operations and strong cash flows. As a result, we expect to continue to achieve long-term growth and to deliver returns to our shareholders.

5


Table of Contents

        Grow Through Continued Strategic Acquisitions and Alliances.    We intend to continue to evaluate the expansion of our resources and intellectual properties library through acquisitions, strategic relationships, and key licensing transactions. We will also continue to invest in, and build on, existing alliances and relationships. In addition, we will continue to evaluate opportunities to increase our proven development expertise through the acquisition of, or investment in, selected experienced software development firms.

        Focus on Delivery of Digital Content and Online Services.    We continue to shift towards digital delivery of content and to establish and develop direct and long-term relationships with our gamers. We will also continue to support, maintain and enhance the online communities for our games and franchises, such as the World of Warcraft and Call of Duty online communities. We believe that focusing our efforts on online product innovations, such as additional online content, services and social connectivity, provides lasting value to our global communities of players. In addition, we are exploring new business models for digital delivery of content, including offering free-to-play games with monetization through in-game microtransactions.

Competition

        We compete for the leisure time and discretionary spending of consumers with other interactive entertainment companies, as well as with providers of different forms of entertainment, such as motion pictures, television, social networking, online casual entertainment and music.

        The interactive entertainment industry is intensely competitive and new interactive entertainment software products and platforms are regularly introduced. Our competitors vary in size from small companies with limited resources to large corporations who may have greater financial, marketing, and product development resources than we have. Due to their different focuses and allocation of resources, certain of our competitors may spend more money and time on developing and testing products, undertake more extensive marketing campaigns, adopt more aggressive pricing policies, pay higher fees for licenses, and pay more to third-party software developers than we do. In addition, competitors with large product lines and popular titles typically have greater leverage with retailers, distributors, and other customers who may be willing to promote titles with less consumer appeal in return for access to such competitor's most popular titles. We believe that the main competitive factors in the interactive entertainment industry include: product features, game quality, and playability; brand name recognition; compatibility of products with popular platforms; access to distribution channels; online capability and functionality; ease of use; price; marketing support; and quality of customer service.

        We compete primarily with other publishers of PC, online and video game console interactive entertainment software. In addition to third-party software competitors, integrated video game console hardware and software companies, such as Microsoft, Nintendo, and Sony, compete directly with us in the development of software titles for their respective platforms. Further, a number of software publishers have developed and commercialized, or are currently developing, online games for use by consumers over the Internet, and we expect new competitors to continue to emerge in the MMORPG and microtransaction-based game categories, as well as in the growing "toys to life" category. Lastly, we compete with publishers of mobile games, who may be narrowly focused on publishing games for handheld and mobile devices.

Employees

        At December 31, 2013, we had approximately 6,900 total full-time and part-time employees. At December 31, 2013, approximately 110 of our full-time employees were subject to fixed-term employment agreements with us. These agreements generally commit the employees to employment terms of between one and five years from the commencement of their respective agreements. Most of

6


Table of Contents

the employees subject to these agreements are executive officers or key members of the product development, sales, or marketing divisions. These individuals perform services for us as executives, directors, producers, associate producers, computer programmers, game designers, sales directors, or marketing product managers. In our experience, entering into employment agreements with these employees reduces our turnover during the development, production and distribution phases of our entertainment software products and allows us to plan more effectively for future development and marketing activities. Some employees outside of the United States are also party to employment agreements that do not specify a fixed term.

        The majority of our employees in France, Germany, Spain, and Italy are subject to collective agreements as a part of normal business practices in those countries. In addition, certain employees in France and Germany are subject to collective bargaining agreements. To date, we have not experienced any labor-related work stoppages.

Intellectual Property

        Like other entertainment companies, our business is significantly dependent on the creation, acquisition, use and protection of intellectual property. Some of this intellectual property is in the form of copyrighted software code, patented technology, and other technology and trade secrets that we use to develop our games and to make them run properly. Other intellectual property is in the form of copyrighted audio-visual elements that consumers can see, hear and interact with when they are playing our games.

        We develop some of our products from wholly-owned intellectual properties that we create within our own studios. We also acquire the rights to include proprietary intellectual property in our products through acquisitions. In addition, we obtain intellectual property through licenses and service agreements. These agreements typically limit our use of the licensed rights in products for specific time periods. In addition, our products that play on game consoles and handheld platforms include technology that is owned by the console or wireless device manufacturer, and is licensed non-exclusively to us for use. We also license technology from providers other than console manufacturers. While we may have renewal rights for some licenses, our business is dependent on our ability to continue to obtain the intellectual property rights from the owners of these rights on reasonable terms and at reasonable rates.

        We actively engage in enforcement and other activities to protect our intellectual property. We typically own the copyright to the software code in our products. Moreover, we own or license the brand or title name trademark under which our products are marketed. We register copyrights, trademarks and patents in the United States and in other countries as appropriate.

        We often distribute our PC products using copy protection technology or other technological protection measures to prevent piracy and the use of unauthorized copies of our products. In addition, console manufacturers typically incorporate technological protections and other security measures in their consoles in an effort to prevent the use of unlicensed products. We are actively engaged in enforcement and other activities to protect against unauthorized copying and piracy, including monitoring online channels for distribution of pirated copies, and participating in various enforcement initiatives, education programs and legislative activity around the world.

Significant Customers

        We did not have any single customer that accounted for 10% or more of our consolidated net revenues for the years ended December 31, 2013 or 2011. We had one customer, GameStop, that accounted for approximately 10% of our consolidated net revenues for the year ended December 31, 2012. We had one customer, Wal-Mart, that accounted for 24% and 20% of consolidated gross receivables at December 31, 2013 and 2012, respectively.

7


Table of Contents

Operating Segments

        We have three operating segments: (i) Activision Publishing, Inc. and its subsidiaries—publishing interactive entertainment software products and downloadable content, (ii) Blizzard Entertainment, Inc. and its subsidiaries—publishing real-time strategy games, role-playing games and online subscription-based games in the MMORPG category, and (iii) Activision Blizzard Distribution—distributing interactive entertainment software and hardware products. See Note 14 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for certain additional information regarding operating segments.

Activision—Business Overview

Strategy

        Create, Acquire and Maintain Strong Franchises.    Activision focuses on development and publishing activities, principally for products and content that are, or have the potential to become, franchises with sustainable mass consumer appeal and recognition. It is our experience that these products and content can then serve as the basis for sequels, prequels and related new products and content that can be released over an extended period of time. We believe that the publishing and distribution of products and content based on proven franchises enhances predictability of revenues and the probability of high unit volume sales and operating profits. Our successful intellectual properties include the Call of Duty and Skylanders franchises, and we intend to continue development of owned franchises in the future. We also have an exclusive 10-year alliance with Bungie, a developer of successful game franchises, to bring Bungie's next big action game universe, Destiny, to market.

        Execute Disciplined Product Selection and Development Processes.    The success of our publishing business depends, in significant part, on our ability to develop high-quality games that will generate high unit volume sales. Our publishing units have implemented a formal control process for the selection, development, production and quality assurance of our products. We apply this process, which we refer to as the "Greenlight Process," to all of our products, whether they are externally or internally developed. The Greenlight Process includes in-depth reviews of each project at several important stages of development by a team that includes many of our highest-ranking operating managers and enables coordination among our sales, marketing and development staff at each step in the process.

        We develop our products using a combination of our internal development resources and external development resources acting under contract with us. We typically select our external developers based on their track records and expertise in producing products in the same category. One developer will often produce the same game for multiple platforms and will produce sequels to the original game. We believe that selecting and using development resources in this manner allows us to leverage the particular expertise of our internal and external development resources, which we believe enhances the quality of our products and accelerates the timing of releases.

        Focused Product Offerings, Diversity in Platforms and Geographies.    We believe Activision has aligned its product offerings and cost structure to position the business for long-term growth. Through our online-enabled products and content, we believe we are best positioned to take advantage of retail and digital distribution channels that allow us to deliver content to a broad range of gamers, ranging from children to adults and from core gamers to mass-market consumers and to "value" buyers seeking budget-priced software, in a variety of geographies. Presently, the majority of products that we develop, publish and distribute operate on the PS4, PS3, Xbox One, Xbox 360, Wii U, and Wii console systems, and the PC.

        In addition, emerging and rapidly growing online-enabled platforms, in which we will support in-game integration and bring together online experience and gameplay, will continue to be a focus. We typically offer our products for use on multiple platforms to reduce the risks associated with any single

8


Table of Contents

platform, spread our costs over a larger installed hardware base, and increase unit sales. We intend to continue to offer both online and packaged software and games with localized content in different geographies.

Products

        In recent years, Activision has been best known for its success in the first-person action category from its internally-developed intellectual property, Call of Duty. The Call of Duty franchise has achieved over $9 billion life-to-date revenues and has an active global community of millions of players. Our latest release, Call of Duty: Ghosts, was released on November 5, 2013, and, in North America and Europe combined, was the #1 best-selling title in both units and dollars and the #1 best-selling game on the next-generation PS4 and Xbox One console platforms in the fourth quarter of 2013.

        During 2013, Activision released four collections of downloadable content packs for Call of Duty: Black Ops II, as well as micro-downloadable content which allows gamers to personalize their experience within the game. In the first quarter of 2014, we released Onslaught, the first downloadable content pack for Call of Duty: Ghosts ("Onslaught"), on certain platforms.

        On October 13, 2013, Activision launched Skylanders SWAP Force, the third title in our Skylanders franchise, an internally-developed intellectual property that combines the use of toys with video games to deliver innovative game play experiences to our audiences. Specifically, the game involves "smart toys" consisting of action figures and an electronic "portal" which, when used together, allow a player to store and access information about each of his or her toy character's performance in the game. We sell the toys both bundled with the software for the titles and on a stand-alone basis. According to The NPD Group, GfK Chart-Track, and internal estimates, the Skylanders franchise, including toys and accessories, had generated more than $2 billion in worldwide life-to-date retail sales as of December 31, 2013.

        Activision also develops products spanning other genres, including first-person action, action/adventure, role-playing, simulation and strategy.

Product Development and Support

        Activision develops and produces titles using a model in which a core group of creative, production and technical professionals, in coordination with our marketing, finance and other departments, has responsibility for the entire development and production process, including the supervision and coordination of internal and external resources. This team assembles the necessary creative elements to complete a title using, where appropriate, outside programmers, artists, animators, scriptwriters, musicians and songwriters, sound effects and special effects experts, and sound and video studios. Activision believes that this model allows us to supplement internal expertise with top-quality external resources on an as-needed basis.

        In addition, Activision often engages independent third-party developers to create products on Activision's behalf. We may either own or have rights to commercially exploit these products. In other circumstances, a third-party developer may retain ownership of the intellectual property and/or technology included in the product, or reserve certain exploitation rights with respect thereto. Activision typically selects these independent third-party developers based on their expertise in developing products in a specific category for specific platforms. Each of our third-party developers is under contract with us, either for a single or multiple titles. From time to time, Activision also acquires the license rights to publish and/or distribute software products that are, or will be, independently created by third-party developers. In such cases, the agreements with these developers typically provide us with exclusive publishing and/or distribution rights for a specific period of time, often for specified platforms and territories. In either case, Activision often has the ability to publish and/or distribute sequels, conversions, enhancements, and add-ons to the product initially being produced by the

9


Table of Contents

independent developer and Activision frequently has the right to engage the services of the original developer with regard to further product development.

        In consideration for the services that independent third-party developers provide, the developers receive a royalty, which is generally based on net sales or operating income of the developed products. Typically, developers also receive an advance, which Activision recoups from the royalties otherwise payable to the developers. The advance generally is paid in "milestone" stages. The payment at each stage is tied to the completion and delivery of a detailed performance milestone. Working with independent developers allows us to reduce our fixed development costs, share development risks with the third-party developers, take advantage of the third-party developers' expertise in connection with certain categories of products or certain platforms, and gain access to proprietary development technologies.

        In April 2010, Activision entered into a long-term exclusive relationship with Bungie, the developer of game franchises including Halo, Myth and Marathon, to bring Bungie's next big action game universe, Destiny, to market. Under the terms of the agreement, Activision will have exclusive, worldwide rights to publish and distribute all future Bungie games based on Destiny on multiple platforms and devices over a ten-year period from the first release of the franchise. Activision currently expects to release Destiny in September 2014.

        Activision provides various forms of product support to both our internally and externally developed titles. Activision quality assurance personnel are involved throughout the development and production of each title published. Activision subjects all such products to extensive testing before release to ensure compatibility with all appropriate hardware systems and configurations and to minimize the number of bugs and other defects found in the products. To support our products after release, Activision generally provides 24-hour online access to customer service representatives, as well as live telephone operators who answer the help lines during regular business hours.

Marketing, Sales, and Distribution

        Activision's marketing efforts include activities on the Internet (including on Facebook, Twitter, YouTube and other online social networks and websites), public relations, print and broadcast advertising, coordinated in-store and industry promotions (including merchandising and point of purchase displays), participation in cooperative advertising programs, direct response vehicles, and product sampling through demonstration software distributed through the Internet or the digital online services provided by Microsoft, Nintendo, and Sony. From time to time, we also receive marketing support from hardware manufacturers, mass appeal consumer products related to a game, and retailers in connection with their own promotional efforts. In addition, certain of our products contain software that enables customers to "electronically register" their purchases with us online, which allows us to connect with our gamers directly.

        We believe that our strong proven franchises and genres generate a loyal and devoted customer base that continues to purchase our sequels as a result of their dedication to the franchise and satisfaction from previous product purchases. We therefore market these sequels, expansion packs and downloadable content toward the established customer base as well as to broader audiences. In addition, we believe that we derive benefits for our licensed properties from the marketing and promotional activities undertaken by the underlying intellectual property owners, in addition to our own marketing efforts.

        North American Sales and Distribution.    Our products are available for sale or rental in thousands of retail outlets in North America. Our North American retail customers include, among others, Amazon, Best Buy, GameStop, Target, Toys "R" Us and Wal-Mart.

10


Table of Contents

        In the United States ("U.S.") and Canada, our products are primarily sold on a direct basis to mass-market retailers, consumer electronics stores, discount warehouses and game specialty stores, as well to consumers through direct digital purchases. We believe that a direct relationship with retailers results in more effective inventory management, merchandising and communications than would be possible through indirect relationships. We have implemented electronic data interchange linkages with many of our retailers to facilitate the placing and shipping of orders. We also sell our products to a limited number of distributors.

        International Sales and Distribution.    Our products are sold internationally on a direct-to-retail basis, through third-party distribution and licensing arrangements, and through our wholly-owned European distribution subsidiaries, as well to consumers through direct digital purchases. We conduct our international publishing activities through offices in the United Kingdom ("U.K."), Germany, France, Italy, Spain, Norway, the Netherlands, Sweden, Australia and Ireland. We often seek to maximize our worldwide revenues and profits by releasing high-quality foreign language releases concurrently with English language releases and by continuing to expand the number of direct selling relationships we maintain with key retailers in major territories.

        Digital Distribution.    Online and digital distribution channels are continuing to grow. Some of our products and content are sold in a digital format, which allows consumers to purchase and download the content at their convenience directly to their PC, console system or wireless device. We partner with digital distributors to utilize this growing method of distribution. We also make available to our customers value-added downloadable content to enhance their gaming experience through the digital online services provided by Microsoft, Nintendo, and Sony. In addition, we are exploring new business models involving digital distribution, including offering free-to-play games with monetization through in-game microtransactions.

Manufacturing

        Activision prepares a set of master program copies, documentation and packaging materials for our products for each hardware platform on which the product will be released. With respect to products for use on the Microsoft, Nintendo, and Sony systems, our disk duplication, packaging, printing, manufacturing, warehousing, assembly and shipping are performed by third-party subcontractors and Activision-owned distribution facilities.

        To maintain protection over their hardware technologies, Microsoft, Nintendo, and Sony generally specify or control the manufacturing and assembly of finished products and license their hardware technologies to us. We deliver the master materials to the licensor or its approved replicator, which then manufactures finished goods and delivers them to us for distribution under our label. At the time our product unit orders are filled by the manufacturer, we become responsible for the costs of manufacturing and the applicable per unit royalty on such units, even if the units do not ultimately sell.

Blizzard—Business Overview

Strategy

        Maintain and Build upon Our Leadership Position in the Subscription-Based MMORPG Category and PC Online Categories. Blizzard plans to maintain and build upon our leadership position in the subscription-based MMORPG category by regularly providing new content, game features and online services to further solidify the loyalty of our subscriber base, as well as to expand our global game footprint to new geographies.

        We believe that the PC will remain a vibrant online platform throughout the world. The large global PC installed base and the continuing development of broadband connectivity facilitates online games and community experiences while creating access to new potential customers.

11


Table of Contents

Products

        World of Warcraft, the leading subscription-based MMORPG, was initially launched in November 2004 and today is available in many countries and regions including Argentina, Australia, Brazil, Canada, Chile, China, Europe (including Russia), Mexico, New Zealand, South Korea, Southeast Asia, the U.S., and the regions of Hong Kong, Macau and Taiwan. As of December 31, 2013, approximately 7.8 million gamers worldwide were subscribed* to play Blizzard's World of Warcraft. World of Warcraft is available in various languages based on the regions in which it is played and has earned awards and praise from publications around the world. Since the first release of World of Warcraft, Blizzard has launched four expansion packs in all regions in which the game is supported. Those expansion packs are World of Warcraft: The Burning Crusade, which was first available in January 2007, World of Warcraft: Wrath of the Lich King, which was first available in November 2008, World of Warcraft: Cataclysm, which was first available in December 2010, and World of Warcraft: Mists of Pandaria, which was first available in September 2012.

        In May 2012, Blizzard released Diablo III for the PC at retail and through digital distribution channels in Argentina, Australia, Brazil, Canada, Chile, Europe (including Russia), Mexico, New Zealand, South Korea, Southeast Asia, the U.S., and the regions of Hong Kong, Macau, and Taiwan. In September 2013, Blizzard released Diablo III for the PS3 and Xbox 360 platforms. Currently, there is an auction house which allows players to sell items won in Diablo III for real money to other players, but the auction house will be discontinued in March 2014.

        Additionally, in July 2010, Blizzard launched the sequel to StarCraft, StarCraft II: Wings of Liberty, simultaneously around the world, including Argentina, Australia, Brazil, Chile, Europe (including Russia), Indonesia, Malaysia, New Zealand, North America, the Philippines, Singapore, South Korea, Thailand, and the regions of Hong Kong, Macau and Taiwan. In conjunction with the release of StarCraft II: Wings of Liberty, Blizzard launched a new version of its 24/7 online gaming service, Battle.net, which provides user-generated content, digital distribution and online social connectivity among World of Warcraft, StarCraft II, and Diablo III players. In March 2013, Blizzard released the first expansion pack to StarCraft II, StarCraft II: Heart of the Swarm.

        In August 2013, Blizzard released the closed beta version of Hearthstone: Heroes of Warcraft, a free-to-play digital collectible card game. The open beta version of the game was released in January 2014.

Product Development and Support

        As a development studio and the creator and publisher of the World of Warcraft, Diablo and StarCraft franchises, Blizzard focuses on creating well-designed, high-quality games. Product development is handled internally by a strong core group of talented designers, producers, programmers, artists, and sound engineers. To maintain its current subscribers and attract new subscribers, Blizzard continues to develop new expansions and patches to upgrade World of Warcraft. In addition to its headquarters in Irvine, California, Blizzard maintains offices in or around Austin, Texas; Paris, France; Cork, Ireland; Seoul, South Korea; Singapore; Shanghai, China; and Taipei, Taiwan to provide 24/7 game support to World of Warcraft players in their native language, enhance online community management, and tailor marketing initiatives to specific regions.

   


*
World of Warcraft subscribers include individuals who have paid a subscription fee or have an active prepaid card to play World of Warcraft, as well as those who have purchased the game and are within their free month of access. Internet Game Room players who have accessed the game over the last thirty days are also counted as subscribers. The above definition excludes all players under free promotional subscriptions, expired or cancelled subscriptions, and expired prepaid cards. Subscribers in licensees' territories are defined along the same rules.

12


Table of Contents

Marketing, Sales, and Distribution

        Blizzard distributes its products and generates revenues worldwide through various means, including: subscriptions; sales of prepaid subscription cards; value-added services such as realm transfers, faction changes, and other character customizations within the World of Warcraft gameplay; retail sales of physical "boxed" products; online download sales of PC products; and licensing of software to third-party or related party companies that distribute World of Warcraft, Diablo III, and StarCraft II products. Many of our services and products are digitally enabled, which allows us to take advantage of these rapidly growing channels and to reinforce Blizzard's long-term relationships with its gamers. In addition, Blizzard operates the online game service, Battle.net, which attracts millions of active players, making it one of the largest online-game related services in the world. Battle.net powers Diablo III, StarCraft II: Heart of the Swarm and World of Warcraft, and is expected to power future releases. The service offers players advanced communications features, social networking, player matching and digital content delivery and is designed to allow people to connect regardless of what Blizzard game they are playing.

Distribution—Business Overview

        We distribute interactive entertainment hardware and software products in Europe through our European distribution subsidiaries: Centresoft, in the U.K., and NBG, in Germany. These subsidiaries act as wholesalers in the distribution of products and also provide packaging, logistical and sales services. They provide services to our publishing operations and to various third-party publishers, including Microsoft, Nintendo, and Sony. Centresoft is Sony's preferred distributor of PlayStation products to the independent retail sector of the U.K.

        We entered into the distribution business to obtain distribution capacity in Europe for our own products, while supporting the distribution infrastructure with third-party sales, and to diversify our operations in the European market. Centresoft and our other distribution subsidiaries operate in accordance with strict confidentiality procedures to provide independent services to various third-party publishers.

Additional Financial Information

        See Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 14 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for certain additional information regarding operating segments and geographic areas. See the Critical Accounting Policies section under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of our practices with regard to several working capital items, such as rights of returns, and inventory practices. See the Management's Overview of Business Trends under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of the impact of seasonality on our business.

Available Information

        Our website located at http://www.activisionblizzard.com allows access free-of-charge to our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The information found on our website is not a part of, and is not incorporated by reference into, this or any other report that we file with or furnish to the Securities and Exchange Commission ("SEC").

        The public may also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 (information on the operation of the

13


Table of Contents

Public Reference Room is available by calling the SEC at 1-800-SEC-0330). The SEC also maintains a web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Item 1A.    RISK FACTORS

        We wish to caution the reader that the following important risk factors, and those risk factors described elsewhere in this report or in our other filings with the Securities and Exchange Commission, could cause our actual results to differ materially from those stated in forward-looking statements contained in this document and elsewhere. These risks are not presented in order of importance or probability of occurrence. Further, the risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

Risks related to our business

We depend on a relatively small number of franchises for a significant portion of our revenues and profits.

        A significant portion of our revenues has historically been derived from products based on a relatively small number of popular franchises and these products are responsible for a disproportionately high percentage of our profits. For example, our three largest franchises in 2013—Call of Duty, Skylanders and World of Warcraft—accounted for approximately 80% of our net revenues, and a significantly higher percentage of our operating income, for the year. We expect that a limited number of popular franchises will continue to produce a disproportionately high percentage of our revenues and profits. Due to this dependence on a limited number of franchises, the failure to achieve anticipated results by one or more products based on these franchises could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Transitions in console platforms could adversely affect the market for interactive entertainment software.

        Nintendo introduced its next-generation console, the Wii U, in 2012, and Sony and Microsoft each launched its next-generation console—the PS4 and Xbox One, respectively—in November 2013. We are developing and publishing games for these next-generation console systems. When new console platforms are announced or introduced into the market, consumers typically reduce their purchases of game console entertainment software products for current console platforms in anticipation of new platforms becoming available. During these periods, sales of the game console entertainment software products we publish may slow or even decline until new platforms are introduced and achieve wide consumer acceptance. Platform transitions may have a comparable impact on sales of downloadable content, amplifying the impact on our revenues. This decline may not be offset by increased sales of products for the new console platforms. Conversely, actions we take to curtail the reduction of purchases of products for current console platforms during the transition may harm sales of products we publish for next-generation platforms. In addition, as console hardware moves through its life cycle, hardware manufacturers typically enact price reductions and decreasing prices may put downward pressure on software prices. During platform transitions, we may simultaneously incur costs both in continuing to develop and market new titles for current-generation video game platforms, which may not sell at premium prices, and also in developing products for next-generation platforms, which may not generate immediate or near-term revenue. As a result, our business and operating results may be more volatile and difficult to predict during platform transitions than during other times, and such volatility may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

14


Table of Contents

If we do not consistently deliver high-quality titles, or if consumers prefer competing products, our sales could suffer.

        While many new products are regularly introduced in our industry, increasingly only a relatively small number of titles account for a significant portion of net revenue, and an even greater portion of net profit. It is difficult to produce high-quality products and to predict, prior to production and distribution, what products will be well-received, even if they are well-reviewed, high-quality titles. Competitors often develop titles that imitate or compete with our best-selling titles, and take sales away from them or reduce our ability to charge the same prices we have historically charged for those titles. Products published by our competitors may take a larger share of consumer spending than anticipated, which could cause our product sales to fall below expectations. Consumers may lose interest in a genre of games we produce. If we do not continue to develop consistently high-quality and well-received products, or if our competitors develop more successful products or offer competitive products at lower prices, our revenues, margins and profitability could decline. The increased importance of downloadable content to our business amplifies these risks, as downloadable content for poorly-received titles typically generates lower-than-expected sales. In addition, our own best-selling products could compete with our other titles, reducing sales for those other titles. Further, a failure by us to develop a high-quality product, or our development of a product that is otherwise not well-received, could harm our reputation and increase the likelihood that our future products will not be well-received.

If general economic conditions decline, demand for our products could decline.

        Our products involve discretionary spending on the part of consumers. Consumers are generally more willing to make discretionary purchases, including purchases of products like ours, during periods in which favorable economic conditions prevail. As a result, our products are sensitive to general economic conditions and economic cycles. A reduction or shift in domestic or international consumer spending could result in an increase in our selling and promotional expenses, in an effort to offset that reduction, and could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

The uncertainty of worldwide economic conditions makes budgeting and forecasting very difficult.

        We are unable to predict worldwide economic conditions, and all of the effects those conditions may have on our business. In particular, the uncertainty of future worldwide economic conditions subjects our forecasts to heightened risks and uncertainties.

We have taken on significant debt, which could adversely affect our business, cash flows, financial condition or results of operations.

        In connection with the Purchase Transaction, we entered into a credit agreement (the "Credit Agreement") for a $2.5 billion secured term loan facility (the "Term Loan") and a $250 million secured revolving credit facility (the "Revolver" and, together with the Term Loan, the "Credit Facilities," as described in further detail under "—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources") and issued, at par, $1.5 billion of 5.625% unsecured senior notes due September 2021 (the "2021 Notes") and $750 million of 6.125% unsecured senior notes due September 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes" as described in further detail under "—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources"). Historically, the Company has maintained extremely low levels of debt. The increased debt burden could have important consequences, including: increasing our vulnerability to general adverse economic and industry conditions; limiting our flexibility in planning for, or reacting to, changes in our business and our industry; requiring the dedication of a substantial portion of any cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund our operations, growth

15


Table of Contents

strategy, working capital, capital expenditures, future business opportunities and other general corporate purposes; exposing us to the risk of increased interest rates with respect to any borrowings that are at variable rates of interest; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; limiting our ability to obtain additional financing for working capital, capital expenditures, research and development, debt service requirements, acquisitions and general corporate or other purposes; limiting our ability to adjust to changing market conditions; and placing us at a competitive disadvantage relative to our competitors who are less highly leveraged. The realization of any of the foregoing risks may materially adversely affect our business, cash flows, financial condition or results of operations.

The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.

        Agreements governing our indebtedness, including the indenture governing the Notes and the Credit Agreement, impose operating and financial restrictions on our activities. These restrictions require us to comply with or maintain certain financial tests and ratios. In addition, the indenture and credit agreement limit or prohibit our ability to, among other things:

    incur additional debt and guarantees;

    pay distributions or dividends and repurchase stock;

    make other restricted payments, including without limitation, certain restricted investments;

    create liens;

    enter into agreements that restrict dividends from subsidiaries;

    engage in transactions with affiliates; and

    enter into mergers, consolidations or sales of substantially all of our assets.

        In addition, if, in the future, we borrow under the Revolver, we may be required, during certain periods where outstanding revolving loans exceed a certain threshold, to maintain a maximum senior secured net leverage ratio calculated pursuant to a financial maintenance covenant under the Credit Agreement.

        These restrictions on our ability to operate our business could seriously harm our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities.

        Further, various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. Such a default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the indenture governing the Notes or the Credit Agreement. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.

16


Table of Contents

We may not be able to borrow funds under our five-year revolving credit facility if we are not able to meet the conditions to borrowing under that facility.

        We view our Revolver as a source of available liquidity. This facility contains various conditions, covenants and representations with which we must be in compliance in order to borrow funds. We have not borrowed under the Revolver to date, but if we wish to do so, there can be no assurance that we will be in compliance with these conditions, covenants and representations at such time.

A substantial portion of our revenues and profitability depends on the success of our Call of Duty franchise in the first-person action game category.

        Activision Blizzard is a leading global developer, publisher and distributor in terms of revenues in the first-person action game category, primarily due to the popularity of Activision's Call of Duty franchise. Revenues from the Call of Duty franchise comprise a significant portion of our consolidated revenues. To remain a leader in the first-person action game category, it is important that we continue to develop new games in the Call of Duty franchise that are favorably received by both our existing consumer base and new consumers. A number of software publishers have developed and commercialized, or are currently developing, first-person action games which pose a threat to the popularity of Call of Duty, and we expect new competitors to continue to emerge in the first-person action category. If consumer demand for Call of Duty games declines and we have not introduced new first-person action games or added other sources of revenue, or if consumer preferences trend away from first-person action games, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely effected.

A substantial portion of our revenues and profitability depends on the success of our Skylanders franchise in the "toys to life" game category.

        Activision Blizzard is the leading global developer, publisher and distributor in terms of revenues in the "toys to life" game category, due to the popularity of Activision's Skylanders franchise. To remain a leader in the "toys to life" game category, it is important that we continue to develop new games in the Skylanders franchise that are favorably received by both our existing consumer base and new consumers. Other software publishers have developed, or are currently developing, "toys to life" games which pose a threat to the popularity of the franchise, and we expect new competitors to continue to emerge in the "toys to life" category. If consumer demand for Skylanders games declines and we have not introduced new "toys to life" games or added other sources of revenue, or if consumer preferences trend away from "toys to life" games, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely effected.

Sales of titles in our Skylanders franchise may be affected by the availability of toys, increasing our exposure to imbalances between projected and actual demand.

        Titles in our Skylanders franchise involve "smart toys," consisting of action figures and an electronic "portal," which, when used together, allow a player to store and access information about his or her toy character's performance in the game. We sell the toys both bundled with the software for the title and on a stand-alone basis. Consumers may not want to buy the related software if they cannot also buy the "smart toys." If we underestimate demand or otherwise are unable to produce sufficient quantities of toys of an acceptable quality or allocate too few toys to geographic markets where demand exceeds supply, we will forego revenue. This may also create greater opportunities for competitors to develop competitive product offerings. In addition, if we overestimate demand and make too many toys, or allocate too many toys to geographic markets where there is insufficient demand, we may incur unrecoverable manufacturing costs for unsold units as well as for unsold game software. In either case, unsound toy manufacturing or allocation decisions may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

17


Table of Contents

The importance to our business of the "smart toys" related to titles in our Skylanders franchise exposes us to hardware manufacturing and shipping risks, including availability of sufficient third-party manufacturing capacity and increases in manufacturing and shipping costs.

        The manufacturers of "smart toys" involved in our Skylanders franchise are located in China. Anything that impacts our ability to import these products or the ability of those manufacturers to produce or otherwise supply us with toys meeting our quality and safety standards or increases the manufacturers' costs of production, including the utilization of any such manufacturer's capacity by another company, changes in safety, environmental or other regulations applicable to the toys and the manufacturing thereof, natural or manmade disasters that disrupt manufacturing, transportation or communications, labor shortages, civil unrest or issues generally negatively impacting international companies operating in China, increases in the price of petroleum or other raw materials, increases in fuel prices and other shipping costs, and increases in local labor costs in China, may adversely impact our ability to supply those toys to the market and the prices we must pay for those toys, and therefore our business, financial condition, results of operations, profitability, cash flows or liquidity. Moreover, the failure of those manufacturers to consistently deliver action figures and portals meeting the quality and safety standards we require could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

A substantial portion of our revenues and profitability depends on the subscription-based massively multiplayer online role-playing game category. If we do not maintain our leadership position in this category, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely affected.

        Blizzard is the leading global developer, publisher and distributor in terms of subscriber base and revenues in the subscription-based MMORPG category, due to the popularity of Blizzard's World of Warcraft franchise. To remain the leader in the subscription-based MMORPG category, it is important that Blizzard continues to refresh World of Warcraft or develops new MMORPG products that are favorably received by both our existing consumer base and new consumers. A number of software publishers have developed and commercialized, or are currently developing, online games for use by consumers over the Internet which pose a threat to the popularity of World of Warcraft, and we expect new competitors to continue to emerge in the MMORPG and other similar competing categories.

        A substantial portion of our revenues is generated by subscription fees paid by consumers who play World of Warcraft. Typically, World of Warcraft subscribers purchase one to six month memberships that are cancelable, without penalty, at the end of the membership period. Recently, we have seen a decline in World of Warcraft subscribership; at December 31, 2013, the number of worldwide subscribers for World of Warcraft was 7.8 million, compared to 9.6 million at December 31, 2012. A further decrease in the number of overall subscribers for World of Warcraft could substantially harm our operating results. If consumer demand for World of Warcraft games continues to decline and we do not introduce new MMORPG products or add other sources of revenue, or if new technologies, play patterns or genres are developed that replace MMORPGs, consumer preferences trend away from MMORPGs or new business models emerge that offer MMORPG gameplay for free or at a substantial discount to current MMORPG subscription fees, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely effected. Additionally, if general economic conditions decline, consumers may decrease their discretionary spending on entertainment items such as MMORPGs and users may choose not to renew their World of Warcraft subscriptions.

18


Table of Contents

Our business is highly dependent on the success, timely release and availability of new video game platforms and on the continued availability of, and support for, existing video game platforms, as well as our ability to develop commercially successful products for these platforms.

        We derive a substantial portion of our revenues from the sale of products for play on video game platforms manufactured by third parties, such as Microsoft's Xbox One and Xbox 360, Nintendo's Wii U and Wii, and Sony's PS4 and PS3. For example, sales of products for consoles accounted for 52% of our consolidated net revenues in 2013. The success of our business is driven in large part by our ability to accurately predict which platforms will be successful in the marketplace, our ability to develop commercially successful products for these platforms, the availability of an adequate supply of these video game platforms and the continued support for these platforms by their manufacturers. We must make product development decisions and commit significant resources well in advance of the anticipated introduction of a new platform. A new platform for which we are developing products may be delayed, may not have functionality upgrades that are sufficient to be well-received by consumers, may not be well-received by retailers, may not be adequately supported by its manufacturer or otherwise not succeed or may have a shorter life cycle than anticipated. Alternatively, a platform for which we have not devoted significant resources could be more successful than initially anticipated, causing us to miss a meaningful revenue opportunity. Additionally, if the platforms for which we are developing products are not released when anticipated, do not attain wide acceptance, are not available in adequate quantities to meet consumer demand, do not function as anticipated or are not adequately supported by their manufacturers, we may be unable to fully recover our investment in developing those products, and our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely effected.

We must make significant expenditures to develop products for new platforms that may not be successful.

        We must make substantial product development and other investments in a particular platform well in advance of introduction of the platform and may be required to realign our product portfolio and development efforts in response to market changes. Furthermore, development costs for new console platforms are greater than those costs for current console platforms. If increased costs are not offset by higher revenues and other cost efficiencies, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially affected. If the platforms for which we develop new software products or modify existing products do not attain significant market penetration, we may not be able to recover our development costs, which could be significant, and our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely effected.

Platform licensors are our competitors and frequently control the manufacturing of, and have broad approval rights over, our console and handheld interactive entertainment products.

        Generally, when we develop interactive entertainment software products for hardware platforms offered by Microsoft, Nintendo, or Sony, the products are manufactured exclusively by that hardware manufacturer or their approved replicator.

        The agreements with these manufacturers include certain provisions, such as approval rights over all software products and related promotional materials and the ability to change the fee they charge for the manufacturing of products, which allow them substantial influence over the cost and the release schedule of such interactive entertainment software products. In addition, because each of the manufacturers is also a publisher of games for its own hardware platforms and manufactures products for all of its other licensees, a manufacturer may give priority to its own products or those of our competitors in the event of insufficient manufacturing capacity. Accordingly, Microsoft, Nintendo or Sony could cause unanticipated delays in the release of our products as well as increases to projected development, manufacturing, marketing or distribution costs, any of which could have a material

19


Table of Contents

adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        In addition, platform licensors control our ability to provide online game capabilities for console platform products and, in large part, establish the financial terms and/or pricing on which these products and services are offered to consumers. Currently, Microsoft provides online capabilities for the Xbox One and Xbox 360, Nintendo provides online capabilities for the Wii U and Wii, and Sony provides online capabilities for the PS4 and PS3. In each case, compatibility code and/or the consent of the licensor are required for us to include online capabilities in its console products. The failure or refusal of licensors to approve our products could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Our platform licensors set the royalty rates and other fees that must be paid to publish games for their platforms or distribute games on their networks, and therefore have significant influence on our costs.

        We pay a licensing fee to the hardware manufacturer for each copy of a product manufactured for that manufacturer's game platform. In order to publish products for new hardware platforms, we must take a license from the platform licensor which gives the platform licensor the opportunity to set the fee and/or price that we must pay in order to publish games for that platform. Similarly, the platform licensors control the pricing for games and additional content purchased over their networks. The control that platform licensors have over the fee structures and/or pricing for their platforms and online networks makes it difficult for us to predict our costs and profitability in the medium-to-long term. It is also possible that platform licensors will not renew our existing licenses. Any increase in fee structures and/or pricing, or nonrenewal of licenses, could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity, particularly for Activision, as the publishing of products for console systems is the largest portion of Activision's business.

If we do not continue to attract and retain skilled personnel, we will be unable to effectively conduct our business.

        Our success depends to a significant extent on our ability to identify, hire, retain and utilize the abilities of qualified personnel, particularly personnel with the specialized skills needed to create the high-quality, well-received titles upon which our business is substantially dependent. The software industry is characterized by a high level of employee mobility and aggressive recruiting among competitors for employees with technical, marketing, sales, engineering, product development, creative and/or management skills. We may have difficulties in attracting and retaining skilled personnel or may incur significant costs in order to do so. If we are unable to attract additional qualified employees or retain and utilize the services of key personnel, it could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

If our games and services do not function as consumers expect, it may have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

        If our games and services do not function as consumers expect, whether because they fail to work as advertised or otherwise, our sales may suffer. The risk that this may occur is particularly pronounced with respect to our games with online features, like World of Warcraft and Call of Duty, because they involve ongoing consumer expectations, which we may not be able to successfully satisfy. If our games and services do not function as consumers expect, it may have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

20


Table of Contents

The future success of our business depends on our ability to release popular products in a timely manner.

        The life of any given console or handheld game product is relatively short and generally involves a relatively high level of sales during the first few months after the product's introduction, followed by a rapid decline in sales. Because revenues associated with an initial product launch generally constitute a high percentage of the total revenues associated with the life of a product, delays in product releases or disruptions following the commercial release of one or more new products could have a material adverse effect on our revenues and reputation and could cause our results of operations to be materially different from expectations. It is therefore important for us to continue to develop many high-quality new products that are popularly received and to release those products in a timely manner. If we are unable to continue to do so, it may have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

If we are unable to sustain premium pricing on current-generation or next-generation titles, our business, financial condition, results of operations, profitability, cash flows or liquidity could suffer materially.

        If we are unable to continue to charge the same prices we have historically charged for current-generation titles for Microsoft's Xbox 360, Nintendo's Wii, and Sony's PS3, as well as for next-generation titles for Microsoft's Xbox One, Nintendo's Wii U, and Sony's PS4, whether due to competitive pressure, because retailers elect to price these products at a lower price or otherwise, it could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity. Further, we make provisions for price migration and channel protection based upon certain assumed lowest prices and if competitive pressures force us to lower our prices below those levels, it could similarly have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

If we fail to successfully manage our new product development, or if we fail to anticipate the issues associated with that development, it may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        Our business model is evolving and we believe that our growth will depend upon our ability to successfully develop and sell new types of products, including free-to-play games which are monetized through in-game microtransactions rather than an up-front fee, and to otherwise expand the methods by which we reach our consumers, including via digital distribution. Developing new products and distribution channels requires substantial up-front expenditures. If such products or distribution channels do not achieve expected acceptance or generate sufficient revenues upon introduction, whether because of competition or otherwise, we may not be able to recover the substantial development and marketing costs associated with those products and distribution channels. In addition, expanding our business model will add complexity to our business and require us to effectively adapt our business and management processes to address the unique challenges and different requirements of any new areas in which we operate, which we may not be able to do, for lack of institutional expertise or otherwise. If any of these occur, it may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Our industry is subject to rapid technological change, and if we do not adapt to, and appropriately allocate our new resources among, emerging technologies, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially affected.

        Technology changes rapidly in the interactive entertainment industry. We must continually anticipate and adapt our products to emerging technologies in order to keep those products competitive. When we choose to incorporate a new technology into a product or to develop a product for a new platform, operating system or media format, we often are required to make a substantial investment prior to the introduction of the product. If we invest in the development of interactive

21


Table of Contents

entertainment products incorporating a new technology or for a new platform that does not achieve significant commercial success, our revenues from those products likely will be lower than we anticipated and may not cover our development costs. Further, our competitors may adapt to an emerging technology more quickly or effectively than we do, creating products that are technologically superior to ours, more appealing to consumers, or both. If, on the other hand, we elect not to pursue the development of products incorporating a new technology or for new platforms that achieve significant commercial success, it may have adverse consequences. It may take significant time and resources to shift product development resources to that technology or platform and may be more difficult to compete against existing products incorporating that technology or for that platform. For example, digital content delivery is increasingly important in our industry, requiring us to develop or acquire the expertise in such delivery method needed to remain competitive. Any failure to successfully adapt to, and appropriately allocate resources among, emerging technologies could have a material adverse effect on our business, results of operations, profitability, cash flows or liquidity.

The increasing importance of digital sales to our business exposes us to the risks of that business model, including greater competition.

        The proportion of our revenues derived from digital content delivery, as compared to traditional retail sales, continues to increase. The increased importance of digital content delivery in our industry increases our potential competition, as the minimum capital needed to produce and publish a digitally delivered game may be significantly less than that needed to produce and publish one that is purchased through retail distribution and is played on a game console. This will also require us to dedicate capital to developing and implementing alternative marketing strategies, which we may not do successfully. It may also reduce overall demand for our distribution services. If either occurs, it could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity. In addition, a continuing shift to digital delivery could result in a deprioritization of our products by traditional retailers, giving rise to the same material adverse effects.

If we are unable to successfully develop or market owned intellectual property, we may publish fewer successful titles and our revenues may decline.

        Some of our products are based on intellectual property that we have developed internally or acquired from third parties. Consumers have historically preferred titles which are part of established franchises to titles based on new intellectual property, and if new intellectual property does not gain consumer acceptance, whether because we are unable to successfully create consumer appeal and brand recognition or otherwise, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely affected. Further, if the popularity of our owned intellectual property declines, we may have to write off the unrecovered portion of the underlying intellectual property assets and revenues and operating income from these intellectual properties may decline quickly, either of which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Competition within, and to, the interactive entertainment industry is intense, and competitors may succeed in reducing our sales.

        We compete with other publishers of PC and video game console interactive entertainment software. Those competitors vary in size from small companies with limited resources to very large corporations with significantly greater financial, marketing and product development resources than we have. Those competitors are located both within the United States and, increasingly, in international jurisdictions. For example, integrated video game console hardware and software companies such as Microsoft, Nintendo, and Sony, compete directly with us in the development of software titles for their respective platforms. Our competitors may spend more money and time on developing and testing

22


Table of Contents

products, undertake more extensive marketing campaigns, adopt more aggressive pricing policies, pay higher fees to licensors for motion picture, television, sports, music and character properties, pay more to software developers, or develop more commercially successful products for the PC or video game platforms than we do. In addition, competitors with large product lines and popular titles typically have greater leverage with retailers, distributors and other customers, who may be willing to promote titles with less consumer appeal in return for access to those competitors' more popular titles.

        We also compete with other forms of interactive entertainment, such as games developed for use by consumers on handheld and mobile devices or social networking sites, most of which are currently free to play. Increased consumer acceptance and availability of such games or other online games, consumer acceptance and availability of technology which allows users to play games on televisions without consoles, or technological advances in online game software or the Internet could result in a decline in sales of our platform-based software.

        Additionally, we compete with other forms of entertainment and leisure activities. For example, the overall growth in the use of the Internet and online services such as social networking sites by consumers may pose a competitive threat if consumers and potential consumers spend less of their available time using interactive entertainment software and more using the Internet, including those online services. The types of competition described herein could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

If we are unable to maintain or acquire licenses to intellectual property, we may publish fewer successful titles and revenues may decline.

        Some of our products are based on intellectual property and other character or story rights licensed from third parties. These license and distribution agreements are limited in scope and time, and we may not be able to renew licenses when they expire or include new products in existing licenses. The failure of intellectual property we license to be, or remain, popularly received could impact consumer acceptance of those products in which we include the intellectual property. Such lack of acceptance could result in the write-off of the unrecovered portion of acquired intellectual property assets, and could otherwise have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

The development of high-quality products requires substantial up-front expenditures, and we may not be able to recover those costs for our future products.

        Consumer preferences for games are usually cyclical and difficult to predict, and even the most successful titles remain popular for only limited periods of time, unless refreshed with new content or otherwise enhanced. In order to remain competitive, we must continuously develop new products or enhancements to existing products. The amount of lead time and cost involved in the development of high-quality products is increasing, and the longer the lead time involved in developing a product and the greater the allocation of financial resources to such product, the more critical it is that we accurately predict consumer demand for such product. If our future products do not achieve expected consumer acceptance or generate sufficient revenues upon introduction, we may not be able to recover the substantial development and marketing costs associated with those products, which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

We may overestimate demand for a product, incurring unrecoverable manufacturing costs.

        We pay a licensing fee to the hardware manufacturer for each copy of a product manufactured for that manufacturer's game platform, regardless of whether that product is sold. If we overestimate demand and make too many physical "boxed" copies of any title, we will incur unrecoverable

23


Table of Contents

manufacturing costs for unsold units, which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

We are exposed to seasonality in the sale of our products.

        The interactive entertainment industry is highly seasonal, with the highest levels of consumer demand occurring during the year-end holiday buying season in the fourth quarter of the year. As a result, our sales have historically been highest during the second half of the year, particularly for our Activision segment. Receivables and credit risk are likewise higher during the second half of the year, as customers stock up on our products for the holiday season. Delays in development, licensor approvals or manufacturing can affect the timing of the release of products, causing us to miss key selling periods such as the year-end holiday buying season, and could otherwise have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

If our proprietary online game service, Battle.net, does not function properly, our business may be negatively impacted.

        If Blizzard's proprietary online game service, Battle.net, does not function as anticipated, Blizzard's games may be completely unavailable or Blizzard may be prevented from delivering content digitally, which could result in a loss of sales for Blizzard's games. Further, any disruption in Battle.net's services could have an adverse impact on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

We depend on servers to operate our games with online features, such as World of Warcraft and Call of Duty, and our digital service with online features. If we were to lose server functionality, for any reason, our business could suffer.

        Our business relies on the continuous operation of data servers. Although we strive to maintain more than sufficient server capacity, and provide for active redundancy in the event of limited hardware failure, any broad-based catastrophic server malfunction, a significant intrusion by hackers that circumvents security measures, or a failure of disaster recovery service would likely interrupt the operation of World of Warcraft or degrade or interrupt the functionality of other games of ours with online features, such as Call of Duty, and could result in the loss of sales for such games (including subscription-based sales for World of Warcraft). An extended interruption of service could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

        We must project our future server needs and make advance purchases of servers or server capacity to accommodate expected business demands. If we underestimate the amount of server capacity our business requires or if our business were to grow more quickly than expected, our consumers may experience service problems, such as slow or interrupted gaming access. Insufficient server capacity may result in decreased sales, a loss of our consumer base and adverse consequences to our reputation. Conversely, if we overestimate the amount of server capacity required by our business, we may incur additional operating costs. Any of these risks could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

We may not accurately predict the amount of Internet bandwidth or computational resources necessary to sustain our online gaming businesses.

        Our online gaming businesses are dependent on the availability of sufficient Internet bandwidth and computational resources. If the price of either such resource increases, we may not be able to increase our prices or subscriber levels to compensate for such costs, which may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or

24


Table of Contents

liquidity. Because of the importance of our online business to our revenues and results of operations, our ability to access adequate bandwidth and online computational resources to support our business is critical.

        To secure access to such resources, we have entered into arrangements with several providers to secure future capacity, some of which involve long-term contracts. If the price of such resource were to decrease, our contractual commitments to pay higher prices could affect our ability to compete with other publishers of interactive software products paying lower prices. Further, because we purchase additional capacity based on anticipated growth, our capacity is sometimes larger than necessary to sustain our existing needs. If our projected online business growth is delayed or does not occur, we will incur larger expenses for such resources than necessary. Conversely, if we underestimate the amount of bandwidth that our online business requires, and our purchased capacity is insufficient to meet demand, our business, financial condition, results of operations, profitability, cash flows or liquidity could be adversely affected.

We may be involved in legal proceedings that may result in material adverse outcomes.

        From time to time, we may be involved in claims, suits, government investigations, audits and proceedings arising from the ordinary course of our business, including actions with respect to intellectual property, competition and antitrust matters, privacy matters, tax matters, labor and employment matters, unclaimed property matters, compliance and commercial claims. Such claims, suits, government investigations, audits and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome, such legal proceedings can have an adverse impact on us because of legal costs, diversion of management resources and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in substantial fines and penalties, criminal sanctions, consent decrees or orders preventing us from offering certain features, functionalities, products or services, requiring us to change our development process or other business practices. Any of these risks could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Legal proceedings relating to the Purchase Transaction and Private Sale may result in adverse outcomes.

        We are currently subject to various claims in connection with the Purchase Transaction and Private Sale (each of which is as described in further detail under "—Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Overview"), and in the future may be subject to additional claims related thereto. Such proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome, monitoring and defending against legal actions is time consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, we may incur substantial legal fees and costs in connection with litigation and, although coverage may be available under relevant insurance policies, coverage could be denied or prove to be insufficient. Under our Amended and Restated Certificate of Incorporation and the indemnification agreements that we have entered into with our officers and directors, the Company may be required in certain circumstances to indemnify and advance expenses to them in connection with their participation in proceedings arising out of their service to us. There can be no assurance that any of these payments will not be material. A decision adverse to the Company on these actions could result in the reformation of the Stockholders Agreement (as described in further detail under "Legal Proceedings") and could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

We may be subject to intellectual property claims.

        As the number of interactive entertainment software products increases and the features and content of these products continue to overlap, software developers have increasingly become subject to

25


Table of Contents

infringement claims. Further, many of our products are highly realistic and feature materials that are based on real world examples, which may also be the subject of intellectual property infringement claims of others. In addition, our products often utilize complex, cutting-edge technology that may become subject to emerging intellectual property rights of others. Although we take steps to avoid knowingly violating the intellectual property rights of others, it is possible that third parties still may claim infringement, particularly since there are an increasing number of companies which focus their efforts exclusively on enforcing their patent rights.

        From time to time, we receive communications from third parties regarding such claims. Existing or future infringement claims against us, whether valid or not, may be time consuming, distracting to management and expensive to defend. Further, intellectual property litigation or claims could force us to do one or more of the following:

    cease selling, incorporating, supporting or using products or services that incorporate the challenged intellectual property;

    obtain a license from the holder of the infringed intellectual property, which if available at all, may not be available on commercially favorable terms;

    redesign the affected interactive entertainment software products, which could result in additional costs, delay introduction and possibly reduce commercial appeal of the affected products; or

    pay damages to the holder of the infringed intellectual property for past infringements.

        Any of these actions could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Issues with Skylanders toys and accessories may lead to product liability, personal injury or property damage claims, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities.

        We may experience issues with Skylanders toys and accessories that may lead to product liability, personal injury or property damage claims, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities. Any of these activities could result in increased governmental scrutiny, harm to our reputation, reduced demand by consumers for our products, decreased willingness by our customers to purchase or provide marketing support for those products, denial or increased cost for insurance coverage, or additional safety and testing requirements. Such results could divert development and management resources and increase legal fees and other costs, and otherwise could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

Our products may be subject to legal claims.

        In prior years, lawsuits have been filed against numerous video game companies, including against Activision Blizzard, by the families of victims of violence, alleging that the video games influence the behavior of the perpetrators of such violence. These lawsuits have been dismissed, but similar additional lawsuits may be filed in the future. Although our general liability insurance carrier has agreed to defend lawsuits of this nature with respect to the prior lawsuits, it is uncertain whether insurance carriers would do so in the future, or if such insurance carriers would cover all or any amounts for which we might be liable if such future lawsuits are not decided in our favor. Further, any such lawsuit could result in increased governmental scrutiny, harm to our reputation, reduced demand by consumers for our products, or decreased willingness by our customers to purchase or provide marketing support for those products. Such results could divert development and management resources, increase legal fees and other costs and have other material adverse consequences on our business, financial condition, results of operations, profitability, cash flows or liquidity.

26


Table of Contents

Our products are subject to the threat of piracy and unauthorized copying, and inadequate intellectual property laws and other protections could prevent us from enforcing or defending our proprietary technologies. We may also face legal risks arising out of user-generated content.

        We regard our software as proprietary and rely on a variety of methods, including a combination of copyright, patent, trademark and trade secret laws and employee and third-party nondisclosure agreements, to protect our proprietary rights. We own or license various copyrights, patents, trademarks and trade secrets. We are aware that some unauthorized copying occurs, and if a significantly greater amount of unauthorized copying of our software products were to occur, it could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        Policing unauthorized sale, distribution and use of our products is difficult, and software piracy (including online piracy) is a persistent problem for us. Further, the laws of some countries in which our products are or may be distributed either do not protect our products and intellectual property rights to the same extent as the laws of the United States, or are poorly enforced. Legal protection of our rights may be ineffective in such countries. In addition, though we take steps to make the unauthorized sale, distribution and use of our products more difficult and to otherwise enforce and police our rights, as do the manufacturers of consoles on which our games are played, our efforts and the efforts of the console manufacturers may not be successful in controlling the piracy of our products in all instances. The proliferation of technology designed to circumvent the protection measures used in our products, the availability of broadband access to the Internet, the refusal of Internet service providers to remove infringing content in certain instances, the ability to download pirated copies of games from various Internet sites and peer-to-peer networks, and the widespread proliferation of Internet cafes using pirated copies of our products all have contributed to an expansion in piracy. Any of these risks could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        Moreover, the existence of user-generated content for our products further diminishes our ability to protect our intellectual property rights and to avoid infringing intellectual property rights of others. We cannot be certain that existing intellectual property laws will provide adequate protection for our products in connection with emerging technologies. As a result, these risks could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

We rely on independent third parties to develop some of our software products.

        We rely on independent third-party software developers to develop some of our software products. Because we depend on these developers, we are subject to the following risks:

    continuing strong demand for top-tier developers' resources, combined with the recognition they receive in connection with their work, may cause developers who worked for us in the past either to work for a competitor in the future or to renegotiate agreements with us on terms less favorable to us;

    limited financial resources and business expertise and inability to retain skilled personnel may force developers out of business prior to completing products or require us to fund additional costs; and

    a competitor may acquire the businesses of key developers or sign them to exclusive development arrangements and, in either case, we would not be able to continue to engage such developers' services for our products, except for any period of time for which those developers are contractually obligated to complete development for us.

27


Table of Contents

        Increased competition for skilled third-party software developers also has compelled us to agree to make significant advance payments on royalties to game developers. If the products subject to these arrangements do not generate sufficient revenues to recover these royalty advances, we would have to write-off unrecovered portions of these payments, which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity. Typically, we pay developers a royalty based on a percentage of net revenues from product sales, less agreed upon deductions, but from time to time, we have agreed to pay developers fixed per unit product royalties after royalty advances are fully recouped. To the extent that sales prices of products on which we have agreed to pay a fixed per unit royalty are marked down, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely affected.

Our sales may decline substantially without warning and in a brief period of time because a substantial portion of our sales are made to a relatively small number of key customers and because we do not have long-term contracts for the sale of our products.

        In the Unites States and Canada, we have primarily sold our boxed products on a direct basis to mass-market retailers, consumer electronics stores, discount warehouses and game specialty stores. Our boxed products are sold internationally on a direct-to-retail basis, through third-party distribution and licensing arrangements and through our wholly-owned European distribution subsidiaries. Our sales are made primarily on a purchase order basis without long-term agreements or other forms of commitments. The loss of, or significant reduction in sales to, any of Activision's principal retail customers or distributors could have adverse consequences. The concentration of sales in a small number of large customers also makes us more vulnerable to collection risk if one or more of these large customers becomes unable to pay for our products or seeks protection under the bankruptcy laws. In addition, having such a large portion of our total net revenue concentrated in a few customers reduces our negotiating leverage with these customers. Any of these risks could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Our business may be harmed if our distributors, retailers or other parties with which we do business cannot honor their existing credit arrangements, default on their obligations to us or seek protection under the bankruptcy laws.

        We rely on various business partners for several important aspects of our business, including distribution of our products, product development and intellectual property licensing. Some of these business partners are highly-leveraged or small businesses that may be particularly vulnerable to difficult economic conditions. As a result of current economic conditions, we are subject to heightened counterparty risks, including the risks that our business partners may default on their obligations to us or seek protection under the bankruptcy laws.

        For example, retailers and distributors in the interactive entertainment industry have from time to time experienced significant fluctuations in their businesses and a number of them have failed. We typically make sales to most retailers and some distributors on unsecured credit, with terms that vary depending upon the customer's credit history, solvency, credit limits and sales history, as well as whether sufficient credit insurance can be obtained. Challenging economic conditions may impair the ability of our customers to pay for products they have purchased, and as a result, our reserves for doubtful accounts and write-off of accounts receivable could increase and, even if increased, may turn out to be insufficient. Moreover, even in cases where we have insolvency risk insurance to protect against a customer's bankruptcy, insolvency or liquidation, this insurance typically contains a significant deductible and co-payment obligation, and does not cover all instances of non-payment. Further, the insolvency or business failure of other types of business partners could result in disruptions to the manufacturing or distribution of our products or the cancellation of contractual arrangements that we consider to be favorable. A payment default by, or the insolvency or business failure of, a significant

28


Table of Contents

business partner may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

We may not be able to maintain our distribution relationships with key vendors and customers.

        Our NBG and Centresoft subsidiaries distribute interactive entertainment software and hardware products and provide related services in Germany and the United Kingdom, respectively, and via export in other European countries for a variety of entertainment software publishers, many of which are our competitors, and hardware manufacturers. From time to time, these subsidiaries also maintain exclusive relationships to serve certain retail customers. These services are generally performed subject to limited-term arrangements. Although we expect to use reasonable efforts to retain these vendors and retail customer relationships, we may not be successful in this regard. The cancellation or non-renewal of one or more of these arrangements could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Our business is subject to the risks and uncertainties of international trade.

        We conduct business throughout the world, and we derive a substantial amount of revenues and profits from international trade, particularly from Europe, Asia and Australia. We expect that international sales will continue to account for a significant portion of our total revenues and profits in the future and, moreover, that our growth will depend on increased sales in emerging markets in Asia and elsewhere.

        As such, we are, and may be increasingly, subject to risks inherent in foreign trade generally, as well as risks inherent in doing business in emerging markets, including increased tariffs and duties, compliance with economic sanctions, fluctuations in currency exchange rates, shipping delays, increases in transportation costs, international political, regulatory and economic developments and differing local business practices, all of which may impact operating margins or make it more difficult, if not impossible, for us to conduct business in foreign markets.

        A deterioration in relations between either us or the United States and any country in which we have significant operations or sales, or the implementation of government regulations in such a country, including China in particular, could result in the adoption or expansion of trade restrictions, including economic sanctions, that could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity. For instance, to operate in China, World of Warcraft, StarCraft II, Call of DutyTM Online and all other games must have regulatory approval. A decision by the Chinese government to revoke its approval for World of Warcraft, StarCraft II or Call of Duty Online or to decline to approve any products we desire to sell in China in the future could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity. Additionally, in the past, legislation has been implemented in China that has required modifications to World of Warcraft and other software. The future implementation of similar laws or regulations in China or any other country in which we have operations or sales may require engineering modifications to our products that are not cost-effective, if even feasible at all, or could degrade the consumer experience to the point where consumers cease to purchase such products.

        We are also subject to risks that our operations outside the United States could be conducted by our employees, contractors, representatives or agents in ways that violate the Foreign Corrupt Practices Act, the U.K. Anti-Bribery Act or other similar anti-bribery laws. While we have policies and procedures intended to secure compliance with these laws, our employees, contractors, representatives or agents may take actions that violate our policies. Moreover, it may be more difficult to oversee the conduct of any such persons who are not our employees, potentially exposing us to greater risk from their actions, which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

29


Table of Contents

        In addition, cultural differences may affect consumer preferences and limit the international popularity of titles that are popular in the U.S or require us to modify the content of the games or the method by which we charge our customers for the games in order to be successful. If we do not correctly assess consumer preferences in the countries in which we sell our products, or if the other risks discussed herein come to fruition, it may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Changes in tax rates or exposure to additional tax liabilities could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        We are subject to income taxes in the United States and in various other jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes, and in the ordinary course of business there are many transactions and calculations where the ultimate tax determination is uncertain. We are required to estimate future taxes. Although we currently believe our tax estimates are reasonable, the estimation process is inherently uncertain, and such estimates are not binding on tax authorities. Further, our effective tax rate could be adversely affected by a variety of factors, including changes in our business, including the mix of earnings in countries with differing statutory tax rates, changes in tax elections, and changes in applicable tax laws. Additionally, tax determinations are regularly subject to audit by tax authorities and developments in those audits could adversely affect our income tax provision. Should the ultimate tax liability exceed estimates, our income tax provision and net income could be materially adversely affected.

        We earn a significant amount of our operating income, and hold a significant portion of our cash and investments, outside the United States. Any repatriation of funds currently held in foreign jurisdictions would likely result in higher effective tax rates for the Company. In addition, there have been proposals to change U.S. tax laws that would significantly impact how U.S. multinational corporations are taxed on foreign earnings. Although we cannot predict whether, or in what form, this proposed legislation will pass, if enacted it could have a material adverse impact on our tax expense and cash flow.

        We are also required to pay taxes other than income taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes, in both the United States and various other jurisdictions. Tax authorities regularly examine these non-income taxes. The outcomes from these examinations, changes in the business, changes in applicable tax rules or other tax matters may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Fluctuations in currency exchange rates may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        We transact business in various currencies other than the U.S. dollar and have significant international sales and expenses denominated in currencies other than the U.S. dollar, subjecting us to currency exchange rate risks. A substantial portion of our international sales and expenses are denominated in local currencies, including certain major currencies, such as the Euro and British pound, and emerging market currencies, such as the South Korean won and Chinese renminbi, which could fluctuate against the U.S. dollar. We have, in the past, utilized currency derivative contracts to hedge certain foreign exchange exposures, with hedge maturities of generally less than 12 months, as well as managing these exposures with natural offsets. We may also hedge non-U.S. dollar earnings from time to time. However, there can be no assurance that we will continue these programs, or that we will be successful in managing exposure to currency exchange rate risks whether or not we do so.

30


Table of Contents

Our reported financial results could be adversely affected by changes in financial accounting standards or by the application of existing or future accounting standards to our business as it evolves.

        Our reported financial results are impacted by the accounting policies promulgated by the SEC and national accounting standards bodies and the methods, estimates and judgments that we use in applying our accounting policies. Policies affecting software revenue recognition have and could further significantly affect the way we report revenues related to our products and services. We recognize all of the revenues from bundled sales (i.e., packaged goods video games that include an online service component) on a deferred basis over an estimated service period for such games. In addition, we defer the costs of sales of those titles. We expect that an increasing number of our games will be online-enabled in the future and that we could be required to recognize the related revenues over an extended period of time rather than at the time of sale. Further, as we increase our downloadable content and add new features to our online services, our estimate of the service period may change and we could be required to recognize revenues, and defer related costs, over a longer period of time. As we enhance, expand and diversify our business and product offerings, the application of existing or future financial accounting standards, particularly those relating to the way we account for revenues and taxes, could have an adverse effect on our reported net revenues, net income and earnings per share under accounting principles generally accepted in the United States in any given period.

We may permit our customers to return products and to receive pricing concessions which could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        We are exposed to the risk of product returns and price protection with respect to our distributors and retailers. In some cases, return policies allow distributors and retailers to return defective, shelf-worn, damaged and certain other products in accordance with terms granted. Price protection, when granted and applicable, allows these distributors and retailers a credit against amounts owed with respect to merchandise unsold by them. We may permit product returns from, or grant price protection to, our customers under certain conditions. These conditions may include compliance with applicable payment terms, delivery of weekly inventory and sales information and consistent participation in the launches of premium title releases. We may also consider other factors, including the facilitation of slow-moving inventory and other industry factors. When we offer price protection, it may be offered with respect to a particular product to all of our retail customers who meet the applicable conditions. Activision also offers a 90-day limited warranty to its consumer end users that Activision products will be free from manufacturing defects. Although we maintain a reserve for returns and price protection, and although we may place limits on product returns and price protection, we could be forced to accept substantial product returns and provide substantial price protection to maintain our relationships with retailers and our access to distribution channels. Product returns and price protection that exceed our reserves could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity. We face similar issues and risks, including exposure to risk of chargebacks, with respect to consumer end users to whom we sell products directly, whether through Battle.net or otherwise.

We may face difficulty obtaining access to the retail shelf space necessary to market and sell our products effectively.

        Retailers typically have a limited amount of shelf space and promotional resources, and there is intense competition among consumer interactive entertainment software products for high-quality retail shelf space and promotional support from retailers. To the extent that the number of products and platforms increase, competition for shelf space may intensify and may require us to increase our marketing expenditures. Those issues are exacerbated to the extent any of our products involve physical goods in addition to software and, as such, require additional shelf space, like the titles in our

31


Table of Contents

Skylanders franchise, which include both action figures and an electronic "portal". Retailers with limited shelf space typically devote the most and highest quality shelf space to those products expected to be best sellers. We cannot be certain that our new products will consistently achieve such "best seller" status. Due to increased competition for limited shelf space, retailers and distributors are in an increasingly better position to negotiate favorable terms of sale, including price discounts, price protection, marketing and display fees and product return policies. Our products constitute a relatively small percentage of most retailers' sales volume. We cannot be certain that retailers will continue to purchase our products or provide those products with adequate levels of shelf space and promotional support on acceptable terms. A failure in this regard may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

If our marketing and advertising efforts fail to resonate with our consumers, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely affected.

        Our products are marketed worldwide through a diverse spectrum of advertising and promotional programs. Our ability to sell our products and services is dependent in part upon the success of these programs. If the marketing for our products and services fails to resonate with our consumers, during the critical holiday season or during other key selling periods or otherwise, or advertising rates or other media placement costs increase, these factors could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Increased sales of used video games could lower our sales.

        Certain of our larger customers sell used video games, which are generally priced lower than new video games and do not result in any revenues to the publisher of the games. Sales of used video games could negatively affect our sales of new video games and have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

Our products are subject to ratings by the Entertainment Software Rating Board in the U.S. and similar agencies in international jurisdictions. Our failure to obtain our target ratings for our products could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        The Entertainment Software Rating Board (the "ESRB") is a self-regulatory body based in the United States that provides consumers of interactive entertainment software with ratings information, including information on the content in such software, such as violence, nudity or sexual content contained in software titles. Certain countries other than the United States have also established content rating systems as prerequisites for product sales in those countries. In some countries, a company may be required to modify its products to comply with the requirements of the rating systems, which could delay or disrupt the release of any given product, or may prevent its sale altogether in certain territories. The ESRB rating categories are "Early Childhood" (i.e., content is intended for young children), "Everyone" (i.e., content is generally suitable for all ages), "Everyone 10+" (i.e., content is generally suitable for ages 10 and up), "Teen" (i.e., content is generally suitable for ages 13 and up), "Mature" (i.e., content is generally suitable for ages 17 and up) and "Adults Only" (i.e., content is generally only suitable for adults ages 18 and up). Certain of our most significant titles have received a "Mature" rating. If we are unable to obtain the ratings we have targeted for our products as a result of changes in a content rating organization's ratings standards or for other reasons, including the adoption of legislation in this area, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely affected.

32


Table of Contents

Our business, products, and distribution are subject to increasing regulation of content in key territories. If we do not successfully respond to these regulations, our business, financial condition, results of operations, profitability, cash flows or liquidity could be materially adversely affected.

        Legislation is continually being introduced, and litigation and regulatory enforcement actions are taking place, that may affect the way in which we, and other industry participants, may offer content and features, and distribute and advertise our products. For example, privacy laws and regulatory guidance in many countries impose various restrictions on online and mobile advertising, as well as the collection, storage and use of personally identifiable information. We may be required to modify certain of our product development processes or alter our marketing strategies to comply with such regulations, which could be costly or delay the release of our products. In addition, many foreign countries, such as China and Germany, have laws that permit governmental entities to restrict the content and/or advertising of interactive entertainment software or prohibit certain types of content. Further, legislation which attempts to restrict marketing or distribution of such products because of the content therein has been introduced at one time or another at the federal and state levels in the United States. There is on-going risk of enhanced regulation of video game marketing, content or sales. These laws and regulations vary by territory and may be inconsistent with one another, imposing conflicting or uncertain restrictions. The adoption and enforcement of legislation which restricts the marketing, content or sales of our products in countries in which we do business may harm the sales of our products, as the products we are able to offer to our customers and the size of the potential market for our products may be limited. Failure to comply with any applicable legislation may also result in government-imposed fines or other penalties. Moreover, the increased public dialog concerning video games may have an adverse impact on our reputation and consumers' willingness to purchase our products. Any of these risks may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

If our products contain defects, our business and reputation could be harmed significantly.

        Software products as complex as the ones we publish may contain undetected errors and defects. This risk is often higher when such products are first introduced or when new versions are first released. Failure to avoid, or to timely detect and correct, such errors or defects could result in loss of, or delay in, consumer acceptance, and could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

A substantial portion of World of Warcraft's subscribers pay their subscription fees using credit cards. Credit card or other fraud could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

        A substantial portion of the subscription revenues generated by World of Warcraft is paid by subscribers using credit cards. At times, there may be attempts to use fraudulently obtained credit card numbers to pay for World of Warcraft upgrades or subscriptions. Additionally, the credit card numbers and other sensitive or personally identifiable information of World of Warcraft's subscribers and Battle.net account holders are maintained in a proprietary database that may be subject to malicious intrusion by hackers or otherwise compromised internally or externally. As fraudulent schemes become more sophisticated, it may become more difficult and more costly for us to detect credit card or other fraud and we may be required to incur costs to implement additional security measures to protect subscriber information. An increase in credit card or other fraud could have adverse consequences. In addition, we may be subject to legal claims or legal proceedings, including regulatory investigations and actions, if there is loss, disclosure or misappropriation of or access to our customers' credit card or other sensitive or personally identifiable information. Any of these risks may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

33


Table of Contents

Data breaches involving the source code for our products or customer, consumer or employee data stored by us could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

        In the course of our day-to-day business, we create, store and/or use commercially sensitive information, such as the source code and game assets for our interactive entertainment software products and confidential information with respect to our customers, consumers and employees. A malicious intrusion by hackers or other breach of the systems on which such source code and assets, account information (including personally identifiable information) and other sensitive data is stored could lead to piracy of our software, fraudulent activity, disclosure or misappropriation of, or access to, our customers', consumers' or employees' personally identifiable information or our own sensitive business data. A data intrusion into a server for a game with online features, such as World of Warcraft or Call of Duty, or for Battle.net could also disrupt the operation of such game or platform. If we are subject to data security breaches, we may have a loss in sales or subscriptions or be forced to pay damages or incur other costs, including from the implementation of additional security measures, or suffer reputational damage. In addition, we may be subject to legal claims or proceedings in connection with data security breaches, including regulatory investigations and actions. The occurrence of any of these events could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption could have a negative impact on our operations, sales and operating results.

        We rely on the efficient and uninterrupted operation of complex information technology systems and networks, some of which are within Activision Blizzard and some of which are outsourced. All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to computer viruses, security breach, energy blackouts, natural disasters, terrorism, war and telecommunication failures. We may also face sophisticated attacks aimed at compromising our intellectual property and our customer information, referred to as advanced persistent threats. We plan to implement a number of additional significant business systems upgrades in 2014 and beyond which, if defective or improperly installed or implemented, may result in a business disruption. In addition, we currently rely on a number of older legacy information systems that are harder to maintain. A system failure or security breach could negatively impact our operations and financial results. We may incur additional costs to remedy the damages caused by these disruptions or security breaches.

Our results of operations or reputation may be harmed as a result of offensive consumer-posted content.

        We are subject to risks associated with the collaborative online features in our games which allow consumers to post narrative comment, in real time, that is visible to other players. From time to time, objectionable and offensive consumer content may be posted to a gaming or other site with online chat features or game forums which allow consumers to post comments. We may be subject to lawsuits, governmental regulation or restrictions, and consumer backlash (including decreased sales and harmed reputation), as a result of consumers posting offensive content. We may also be subject to consumer backlash from comments made in response to postings we make on social media sites such as Facebook, YouTube and Twitter. The occurrence of any of these events could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

If one or more of our titles were found to contain objectionable undisclosed content, our business could suffer.

        Throughout the history of the interactive entertainment industry, many interactive software products have been designed to include certain hidden content and gameplay features that are

34


Table of Contents

accessible through the use of in-game cheat codes or other technological means that are intended to enhance the gameplay experience. In some cases, such undisclosed content or features have been considered to be objectionable. In a few cases, the ESRB has reacted to discoveries of such undisclosed content and features by requiring the recall of the game, changing the rating or associated content descriptors originally assigned to the product, requiring the publisher to change the game or game packaging and/or imposing fines on the publisher. Retailers have on occasion reacted to the discovery of such undisclosed content by removing these games from their shelves, refusing to sell them and demanding that their publishers accept them as product returns. Likewise, some interactive entertainment software consumers have reacted to the revelation of undisclosed content by refusing to purchase such games, demanding refunds for games they have already purchased, refraining from buying other games published by the company whose game contained the objectionable material, and, on at least one occasion, filing a lawsuit against the publisher of the product containing such content.

        We have implemented preventive measures designed to reduce the possibility of objectionable undisclosed content from appearing in the interactive software products we publish. Nonetheless, these preventive measures are subject to human error, circumvention, overriding and reasonable resource constraints. If an interactive software product we publish is found to contain undisclosed content, we could be subject to any of these consequences, which could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

We may not be able to adequately adjust our cost structure in a timely fashion in response to a sudden decrease in demand.

        In the event of a significant decline in demand for one or more of our products, we may not be able to reduce personnel or make other changes to our cost structure without disrupting our operations or incurring costs. Further, we may not be able to implement such actions in a timely manner, if at all, to offset an immediate shortfall in revenue and profit. Moreover, cost-reduction actions may decrease our employee morale and result in the failure to execute upon our business plan due to the loss of employees or impact our ability to retain or recruit key employees. In addition, any such action may involve the risk that our senior management's attention will be excessively diverted from our other operations. The occurrence of any of these events could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

We engage in strategic transactions and may encounter difficulties in integrating acquired businesses or otherwise realizing the anticipated benefits of the transactions.

        As part of our business strategy, from time to time, we acquire, make investments in, or enter into strategic alliances and joint ventures with complementary businesses. These transactions may involve significant risks and uncertainties, including: (A) in the case of an acquisition, (i) the difficulty in integrating the acquired business and operations in an efficient and effective manner, (ii) any liabilities assumed as part of the acquisition, and (iii) the potential loss of key employees of the acquired businesses, and, (B) in the case of an investment, alliance or joint venture, our ability to cooperate with our partner. If any such transaction involves an entity outside of the United States, it may also subject us to the risks and uncertainties of international trade, including the risk that our operations outside the United States could be conducted by our employees, contractors, representatives or agents in ways that violate anti-bribery laws. Further, any such transaction may involve the risk that our senior management's attention will be excessively diverted from our other operations, the risk that our industry does not evolve as anticipated and that any intellectual property or personnel skills acquired do not prove to be those needed for our future success, and the risk that our strategic objectives, cost savings or other anticipated benefits are otherwise not achieved. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

35


Table of Contents

Our involvement in joint ventures and other similar arrangements decreases our ability to manage risk.

        We conduct some of our operations through joint ventures in which we share control with our joint venture partners. Although we enter into joint venture and other similar arrangements in order to share risks with our partners, these arrangements may also decrease our ability to manage risk. As with any joint venture or similar arrangement, differences in views among the participants may result in delayed decisions or in failures to agree on major issues. There is the risk that our partners may at any time have economic, business or legal interests or goals that are inconsistent with ours. There is also risk that our partners may be unable to meet their economic or other obligations and we may be required to fulfill those obligations alone. Failure by us, or an entity in which we have a joint venture or similar interest, to adequately manage the risks associated with any joint ventures or similar arrangements could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity.

        We may seek to enter into additional joint ventures or similar arrangements with other entities. We cannot assure that we will undertake such ventures or, if undertaken, that such ventures will be successful or produce the anticipated benefits.

Historically, our stock price has been highly volatile.

        The trading price of our common stock has been, and could continue to be, subject to wide fluctuations in response to many factors, including for example, but without limitation:

    quarter-to-quarter variations in results of operations;

    the announcement of new products;

    the announcement of lower prices on competing products;

    product development or release schedules;

    general conditions in the computer, software, entertainment, media or electronics industries, or in the worldwide economy;

    announcements of developments in the overall worldwide market for interactive entertainment, including announcements of industry sales data;

    the timing of the introduction of new platforms and delays in the actual release of new platforms;

    hardware manufacturers' announcements of price changes for hardware platforms;

    consumer acceptance of hardware platforms;

    consumer spending trends;

    the outcome of lawsuits or regulatory investigations in which we may become involved;

    changes in earnings estimates or buy/sell recommendations by analysts;

    sales or acquisitions of common stock by our directors or executive management, or by ASAC or Vivendi or their respective affiliates; and

    investor perceptions and expectations regarding our products, plans and strategic position, and those of our competitors and customers.

36


Table of Contents

Subject to certain limitations, ASAC and Vivendi may sell common stock, which could cause our stock price to decrease.

        We have two large shareholders—ASAC and Vivendi—either of which may, during certain periods of time and subject to certain limitations, sell some or all of the shares of our stock that it owns, including pursuant to a registered underwritten public offering under the Securities Act of 1933, as amended (the "Securities Act"), or in accordance with Rule 144 under the Securities Act. Further, both ASAC and Vivendi have the right to require us to register all or a portion of its shares, under certain conditions. The sale of a substantial number of shares of common stock by one of our shareholders within a short period of time could cause our stock price to decrease, and make it more difficult for us to raise funds through future offerings of shares of our common stock.

Catastrophic events may disrupt our business.

        Our corporate headquarters and our primary corporate disaster center are located in the Los Angeles, California area and our disaster recovery data center is in Las Vegas, Nevada, each of which is near a major earthquake fault. A major earthquake or other catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems, or otherwise prevents us from conducting our normal business operations, could require significant expenditures to resume operations and have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows or liquidity. While we maintain insurance coverage for some of these events, the potential liabilities associated with such events could exceed the insurance coverage we maintain. Further, our system redundancy may be ineffective or inadequate and our disaster recovery planning may not be sufficient for all eventualities. Any such event could also limit the ability of retailers, distributors or our other customers to sell or distribute our products.

Item 1B.    UNRESOLVED STAFF COMMENTS

        None.

Item 2.    PROPERTIES

        Our principal corporate and administrative offices are located at 3100 Ocean Park Boulevard, Santa Monica, California. Other significant leased facilities include: our Blizzard offices located in Irvine, California and our North America distribution warehouse located in Fresno, California.

        The following is a summary of the principal leased offices we maintained as of December 31, 2013:

Type of Leased Facility
  North America   Europe   Asia   Total  
 
  Square footage of leased properties
 

Corporate Offices

    139,085     11,044         150,129  

Activision Product Development & Publishing Facilities (Activision segment)

    811,983     64,991     24,554     901,528  

Blizzard Product Development & Publishing Facilities (Blizzard segment)

    514,590     118,140     75,960     708,690  

Distribution Facilities (Distribution segment)

        165,458         165,458  

Sales offices

    13,345     46,779     7,317     67,441  
                   

Total

    1,479,003     406,412     107,831     1,993,246  
                   
                   

37


Table of Contents

        In total, we lease 51 facilities in the following 18 countries: Australia, Brazil, Canada, China, Denmark, France, Germany, Ireland, Italy, Mexico, the Netherlands, Singapore, South Korea, Spain, Sweden, Taiwan, the United Kingdom, and the United States. We anticipate no difficulty in extending the leases of our facilities or obtaining comparable facilities in suitable locations, as needed, and we consider our facilities to be adequate for our current needs. The only facilities currently owned by the Company are two European warehouses utilized by the Distribution segment, located in Burglengenfeld, Germany and Venlo, the Netherlands.

Item 3.    LEGAL PROCEEDINGS

        We are subject to various legal proceedings and claims. SEC regulations govern the disclosure of legal proceedings in periodic reports and FASB ASC Topic 450 governs the disclosure of loss contingencies and accrual of loss contingencies in respect of litigation and other claims. We record an accrual for a potential loss when it is probable that a loss will occur and the amount of the loss can be reasonably estimated. When the reasonable estimate of the potential loss is within a range of amounts, the minimum of the range of potential loss is accrued, unless a higher amount within the range is a better estimate than any other amount within the range. Moreover, even if an accrual is not required, we provide additional disclosure related to litigation and other claims when it is reasonably possible (i.e., more than remote) that the outcomes of such litigation and other claims include potential material adverse impacts on us.

        The outcomes of legal proceedings and other claims are subject to significant uncertainties, many of which are outside our control. There is significant judgment required in the analysis of these matters, including the probability determination and whether a potential exposure can be reasonably estimated. In making these determinations, we, in consultation with outside counsel, examine the relevant facts and circumstances on a quarterly basis assuming, as applicable, a combination of settlement and litigated outcomes and strategies. Moreover, legal matters are inherently unpredictable and the timing of development of factors on which reasonable judgments and estimates can be based can be slow. As such, there can be no assurance that the final outcome of any legal matter will not materially and adversely affect our business, financial condition, results of operations, profitability, cash flows or liquidity.

Purchase Transaction Matters

        On August 1, 2013, a purported shareholder of the Company filed a shareholder derivative action in the Superior Court of the State of California, County of Los Angeles, captioned Miller v. Kotick, et al., No. BC517086. The complaint names our Board of Directors and Vivendi as defendants, and the Company as a nominal defendant. The complaint alleges that our Board of Directors committed breaches of fiduciary duties, waste of corporate assets and unjust enrichment in connection with Vivendi's sale of its stake in the Company and that Vivendi also breached its fiduciary duties. The plaintiff further alleges that demand by it on our Board of Directors to institute action would be futile because a majority of our Board of Directors is not independent and a majority of the individual defendants face a substantial likelihood of liability for approving the transactions contemplated by the Stock Purchase Agreement. The complaint seeks, among other things, damages sustained by the Company, rescission of the transactions contemplated by the Stock Purchase Agreement, an order restricting our Chief Executive Officer, and our Chairman, from purchasing additional shares of our common stock and an order directing us to take necessary actions to improve and reform our corporate governance and internal procedures to comply with applicable law, including ordering a shareholder vote on certain amendments to our by-laws or charter that would require half of our Board of Directors to be independent of Messrs. Kotick and Kelly and Vivendi and a proposal to appoint a new independent Chairman of the Board of Directors. On January 28, 2014, the parties filed a stipulation and proposed order temporarily staying the California action. On February 6, 2014, the court entered the order granting a stay of the California action.

38


Table of Contents

        In addition, on August 14, 2013, we received a letter dated August 9, 2013 from a shareholder seeking, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of the Company to ascertain whether the Purchase Transaction and Private Sale were in the best interests of the Company. In response to that request, we provided the stockholder with certain materials under a confidentiality agreement. On September 11, 2013, a complaint was filed under seal by the same stockholder in the Court of Chancery of the State of Delaware in an action captioned Pacchia v. Kotick et al., C.A. No. 8884-VCL. A public version of that complaint was filed on September 16, 2013. The allegations in the complaint were substantially similar to the allegations in the above referenced matter filed on August 1, 2013. On October 25, 2013, Pacchia filed an amended complaint under seal. The amended complaint added claims on behalf of an alleged class of Activision stockholders other than the Company's Chief Executive Officer and Chairman, Vivendi, ASAC, investors in ASAC and other stockholders affiliated with the investors of ASAC. The added class claims are against the Company's Chief Executive Officer and Chairman, the Vivendi affiliated directors, the members of the special committee of the Board formed in connection with the Company's consideration of the transactions with Vivendi and ASAC, and Vivendi for breach of fiduciary duty, as well as aiding and abetting a breach of fiduciary duty against ASAC. The amended complaint removed the derivative claims for waste of corporate assets and disgorgement but continued to allege derivative claims for breach of fiduciary duties. The amended complaint seeks, among other things, certification of a class, damages, reformation of the Private Sale, and disgorgement of any alleged profits received by the Company's Chief Executive Officer, Chairman and ASAC. On October 29, 2013, Pacchia filed a motion to consolidate the Pacchia case with the Hayes case described below. On November 2, 2013, the Court of Chancery consolidated the Pacchia and Hayes cases and ordered the plaintiffs to file supplemental papers related to determining lead plaintiff and lead counsel no later than November 8, 2013. On December 3, 2013, the court selected Pacchia as lead plaintiff. Pacchia filed a second amended complaint on December 11, 2013 and Activision filed an answer on January 31, 2014. Also on January 31, 2014, the special committee, ASAC, Messrs. Kotick and Kelly, Vivendi and the Vivendi-affiliated directors each filed motions to dismiss certain claims in the second amended complaint. On February 21, 2014, Pacchia filed a third amended complaint under seal. Responses to the complaint are due on March 4, 2014. The trial is scheduled for December 2014.

        On September 11, 2013, another stockholder of the Company filed a putative class action and stockholder derivative action in the Court of Chancery of the State of Delaware, captioned Hayes v. Activision Blizzard, Inc., et al., No. 8885-VCL. The complaint names our Board of Directors, Vivendi, New VH, ASAC, the General Partner of ASAC, Davis Selected Advisers, L.P. ("Davis") and Fidelity Management & Research Co. ("FMR") as defendants, and the Company as a nominal defendant. The complaint alleges that the defendants violated certain provisions of our Amended and Restated Certificate of Incorporation by failing to submit the matters contemplated by the Stock Purchase Agreement for approval by a majority of our stockholders (other than Vivendi and its controlled affiliates); that our Board of Directors committed breaches of their fiduciary duties in approving the Stock Purchase Agreement; that Vivendi violated fiduciary duties owed to other stockholders of the Company in entering into the Stock Purchase Agreement; that our Chief Executive Officer and our Chairman usurped a corporate opportunity from the Company; that our Board of Directors and Vivendi have engaged in actions to entrench our Board of Directors and officers in their offices; that the ASAC Entities, Davis and FMR aided and abetted breaches of fiduciary duties by the Board of Directors and Vivendi; and that our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR will be unjustly enriched through the Private Sale. The complaint seeks, among other things, the rescission of the Private Sale; an order requiring the transfer to the Company of all or part of the shares that are the subject of the Private Sale; an order implementing measures to eliminate or mitigate the alleged entrenching effects of the Private Sale; an order requiring our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR to disgorge to the Company the amounts by which they have allegedly been unjustly enriched; and alleged damages sustained by the

39


Table of Contents

class and the Company. In addition, the stockholder sought a temporary restraining order preventing the defendants from consummating the transactions contemplated by the Stock Purchase Agreement without stockholder approval. Following a hearing on the motion for a temporary restraining order, on September 18, 2013, the Court of Chancery issued a preliminary injunction order, enjoining the consummation of the transactions contemplated by the Stock Purchase Agreement pending (a) the issuance of a final decision after a trial on the merits; (b) receipt of a favorable Activision Blizzard stockholder vote on the transactions contemplated by the Stock Purchase Agreement under Section 9.1(b) of our Amended and Restated Certificate of Incorporation or (c) modification of such preliminary injunction order by the Court of Chancery or the Delaware Supreme Court. On September 20, 2013, the Court of Chancery certified its order issuing the preliminary injunction for interlocutory appeal to the Delaware Supreme Court. The defendants moved the Delaware Supreme Court to accept and hear the appeal on an expedited basis. On September 23, 2013, the Delaware Supreme Court accepted the appeal of the Court of Chancery's decision and granted the defendant's motion to hear the appeal on an expedited basis. Following a hearing on October 10, 2013, the Delaware Supreme Court reversed the Court of Chancery's order issuing a preliminary injunction, and determined that the Stock Purchase Agreement was not a merger, business combination or similar transaction that would require a vote of Activision's unaffiliated stockholders under the charter.

        On October 29, 2013, an amended complaint was filed. It added factual allegations but no new claims or relief. Also on October 29, 2013, Hayes filed a motion to consolidate the Hayes case with the Pacchia case. As noted above, on November 2, 2013, the Court of Chancery consolidated the Pacchia and Hayes cases and ordered the plaintiffs to file supplemental papers related to determining lead plaintiff and lead counsel no later than November 8, 2013. See the discussion above related to the Pacchia matter (now the consolidated matter) for any further updates to the status of the litigation.

        Further, on September 18, 2013, the Company received a letter from another purported stockholder of the Company, Milton Pfeiffer, seeking, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of the Company to investigate potential wrongdoing or mismanagement in connection with the approval of the Stock Purchase Agreement. On November 11, 2013, Pfeiffer filed a lawsuit in the Court of Chancery of the State of Delaware pursuant to Delaware Section 220 containing claims similar to Hayes, Pacchia and Miller. The Company answered on November 27, 2013. On January 21, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.

        On December 17, 2013, the Company received a letter from Mark Benston requesting certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law. Benston is represented by the same law firm as Pfeiffer. On January 2, 2014, Benston filed a lawsuit in the Court of Chancery of the State of Delaware pursuant to Delaware Section 220 containing claims similar to Hayes, Pacchia, Pfeiffer and Miller. The Company answered on January 17, 2014. On February 14, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.

        We believe that the defendants have meritorious defenses and intend to defend each of these lawsuits vigorously. However, these lawsuits and any other lawsuits are subject to inherent uncertainties and the actual outcome and costs will depend upon many unknown factors. The outcome of litigation is necessarily uncertain, and the Company could be forced to expend significant resources in the defense of these lawsuits and may not prevail.

        The Company also may be subject to additional claims in connection with the Purchase Transaction and Private Sale. Monitoring and defending against legal actions is time consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, the Company may incur substantial legal fees and costs in connection with litigation and, although coverage may be available under relevant insurance policies, coverage could be denied or prove to be insufficient. Under our Amended and Restated Certificate of Incorporation and

40


Table of Contents

the indemnification agreements that the Company has entered into with our officers and directors, the Company may be required in certain circumstances to indemnify and advance expenses to them in connection with their participation in proceedings arising out of their service to us. There can be no assurance that any of these payments will not be material.

        The Company is not currently able to estimate the range of possible losses or costs to us from these lawsuits and related indemnification obligations, as they are in the early stages and it cannot be determined how long it may take to resolve these matters. Moreover, the Company cannot be certain what the impact on our operations or financial position will be if any of the purported stockholder plaintiffs are successful in having the Stockholders Agreement dated October 11, 2013 among the Company, ASAC and, for limited purposes, Messrs. Kotick and Kelly (the "Stockholders Agreement") reformed. It is possible that the Company could, in the future, establish reserves, incur judgments or enter into settlements of claims for monetary damages. A decision adverse to the Company on these actions could result in the reformation of the Stockholders Agreement and could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

Other Matters

        In addition, we are party to routine claims, suits, investigations, audits and other proceedings arising from the ordinary course of business, including with respect to intellectual property rights, contractual claims, labor and employment matters, regulatory matters, tax matters, unclaimed property matters, compliance matters, and collection matters. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are not significant and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity.

Item 4.    MINE SAFETY DISCLOSURES

        Not applicable

41


Table of Contents


PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

        Our common stock is quoted on the NASDAQ National Market under the symbol "ATVI."

        The following table sets forth, for the periods indicated, the high and low reported sale prices for our common stock. At February 24, 2014, there were 1,718 holders of record of our common stock.

 
  High   Low  

2012

             

First Quarter Ended March 31, 2012

  $ 12.95   $ 11.54  

Second Quarter Ended June 30, 2012

    13.00     11.32  

Third Quarter Ended September 30, 2012

    12.57     11.00  

Fourth Quarter Ended December 31, 2012

    11.74     10.45  

2013

   
 
   
 
 

First Quarter Ended March 31, 2013

  $ 15.08   $ 10.75  

Second Quarter Ended June 30, 2013

    16.11     13.27  

Third Quarter Ended September 30, 2013

    18.43     14.14  

Fourth Quarter Ended December 31, 2013

    18.40     16.06  

42


Table of Contents

Stock Performance Graph

        This performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Activision Blizzard Inc. under the Exchange Act or the Securities Act.

        The graph below matches the cumulative five-year total return of holders of our common stock with the cumulative total returns of the NASDAQ Composite index and the RDG Technology Composite index. The graph assumes that the value of the investment in our common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 2008 and tracks each such investment through December 31, 2013.


COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Activision Blizzard, Inc., the NASDAQ Composite Index,
and the RDG Technology Composite Index

GRAPHIC


*
$100 invested on 12/31/08 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

 
  12/08   12/09   12/10   12/11   12/12   12/13  

Activision Blizzard, Inc

    100.00     128.59     145.97     146.75     128.32     218.29  

NASDAQ Composite

    100.00     144.88     170.58     171.30     199.99     283.39  

RDG Technology Composite

    100.00     160.94     181.64     181.83     208.18     274.77  

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Cash Dividends

        On February 6, 2014, our Board of Directors declared a cash dividend of $0.20 per common share, payable on May 14, 2014, to shareholders of record at the close of business on March 19, 2014.

        On February 7, 2013, our Board of Directors declared a cash dividend of $0.19 per common share, payable on May 15, 2013, to shareholders of record at the close of business on March 20, 2013. On May 15, 2013, we made an aggregate cash dividend payment of $212 million to such shareholders. On May 31, 2013, the Company made dividend equivalent payments of $4 million related to that cash dividend to the holders of restricted stock units.

43


Table of Contents

        On February 9, 2012, our Board of Directors declared a cash dividend of $0.18 per common share, payable on May 16, 2012, to shareholders of record at the close of business on March 21, 2012. On May 16, 2012, we made an aggregate cash dividend payment of $201 million to such shareholders. On June 1, 2012, the Company made dividend equivalent payments of $3 million related to that cash dividend to the holders of restricted stock units.

        Future dividends will depend upon our earnings, financial condition, cash requirements, future prospects, and other factors deemed relevant by our Board of Directors. Further, agreements governing our indebtedness, including the indenture governing the Notes and the Credit Agreement, as described in Note 12 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, limit our ability to pay distributions or dividends with certain exceptions. There can be no assurances that dividends will be declared in the future.

10b5-1 Stock Trading Plans

        The Company's directors and employees may, at a time they are not aware of material non-public information, enter into plans ("Rule 10b5-1 Plans") to purchase or sell shares of our common stock that satisfy the requirements of Exchange Act Rule 10b5-1. Rule 10b5-1 permits trading on a pre-arranged, "automatic-pilot" basis, subject to certain conditions, including that the person for whom the plan is created (or anyone else aware of material non-public information acting on such person's behalf) not exercise any subsequent influence regarding the amount, price and dates of transactions under the plan. In addition, any such plan of the Company's directors and employees is required to be established and maintained in accordance with the Company's "Policy on Establishing and Maintaining 10b5-1 Trading Plans."

        Rule 10b-5-1 Plans permit persons whose ability to purchase or sell our common stock may otherwise be substantially restricted (by quarterly and special stock-trading blackouts and by their possession from time to time of material nonpublic information) to engage in pre-arranged trading. Trades under a Rule 10b5-1 Plan by our directors and employees are not necessarily indicative of their respective opinions of our current or potential future performance at the time of the trade. Trades by our directors and executive officers pursuant to a Rule 10b5-1 Plan will be disclosed publicly through Form 144 and Form 4 filings with the SEC, in accordance with applicable laws, rules and regulations.

Issuer Purchase of Equity Securities

        On February 2, 2012, our Board of Directors authorized a stock repurchase program pursuant to which we were authorized to repurchase up to $1 billion of the Company's common stock from time to time on the open market or in private transactions, including structured or accelerated transactions, on terms and conditions to be determined by the Company. The 2012 stock repurchase program expired on March 31, 2013. No repurchase of common stock occurred under this program in 2013.

        On October 11, 2013, we repurchased 428,676,471 shares of our common stock, pursuant to a stock purchase agreement (the "Stock Purchase Agreement") we entered into on July 25, 2013, with Vivendi and ASAC II LP, an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary of Vivendi, which was the direct owner of 428,676,471 shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the transaction (collectively, the "Purchase Transaction"). The repurchased shares were recorded in "Treasury Stock" in our consolidated balance sheet.

        The following table provides the number of shares purchased and the average price paid per share during each quarter of 2013, the total number of shares purchased as part of our publicly announced

44


Table of Contents

share repurchase programs, and the approximate dollar value of shares that could still be purchased under our stock repurchase program as of the end of each relevant period.

Period
  Total number
of shares
purchased
  Average
price paid
per share
  Total number of
shares purchased as part
of publicly announced
plans or programs
  Approximate dollar
value of shares that may
yet be purchased
under the plans or
programs
 

January 1, 2013—March 31, 2013

    45,006 (1) $ 14.37       $  

April 1, 2013—June 30, 2013

                 

July 1, 2013—September 30, 2013

                 

October 1, 2013—October 31, 2013

    428,676,471 (2)   13.60          

November 1, 2013—November 30, 2013

                 

December 1, 2013—December 31, 2013

                 

Subtotal for the fourth quarter of 2013

   
428,676,471
   
13.60
   
       
                     

Total

    428,721,477   $ 13.60            
                     
                     

(1)
Consists of transactions under the Company's equity compensation plans involving the delivery to the Company of shares of our common stock, with an average value of $14.37 per share as of the date of delivery, to satisfy tax withholding obligations in connection with the vesting of restricted stock awards to our employees.

(2)
Consists of the repurchase of 428,676,471 shares of our common stock from Vivendi as a part of the Purchase Transaction, as described above.

45


Table of Contents

Item 6.    SELECTED FINANCIAL DATA

        The following table summarizes certain selected consolidated financial data, which should be read in conjunction with our Consolidated Financial Statements and Notes thereto and with Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data presented below at and for each of the years in the five-year period ended December 31, 2013 is derived from our Consolidated Financial Statements. All amounts set forth in the following tables are in millions, except per share data.

 
  For the Years Ended December 31,  
 
  2013   2012   2011   2010   2009  

Statement of Operations Data:

                               

Net Revenues

  $ 4,583   $ 4,856   $ 4,755   $ 4,447   $ 4,279  

Net income (loss)

    1,010     1,149     1,085     418 (1)   113 (2)

Basic net income (loss) per share

    0.96     1.01     0.93     0.34     0.09  

Diluted net income (loss) per share

    0.95     1.01     0.92     0.33     0.09  

Cash dividends declared per share(3)

    0.19     0.18     0.165     0.15      

Balance Sheet Data:

   
 
   
 
   
 
   
 
   
 
 

Total assets

  $ 14,012   $ 14,200   $ 13,277   $ 13,447   $ 13,742  

Total debt, net(4)

    4,693                  

(1)
In the fourth quarter of 2010, we recorded $326 million of impairment charges within our Activision segment. These charges consisted of impairments of $67 million, $9 million and $250 million to license agreements, game engines and internally developed franchises intangible assets, respectively.

(2)
In the fourth quarter of 2009, we recorded $409 million of impairment charges within our Activision segment. These charges consisted of impairments of $24 million, $12 million and $373 million to license agreements, game engines and internally developed franchise intangible assets, respectively.

(3)
On February 7, 2013, our Board of Directors declared a cash dividend of $0.19 per share, payable on May 15, 2013, to shareholders of record at the close of business on March 20, 2013. On February 9, 2012, our Board of Directors declared a cash dividend of $0.18 per share, payable on May 16, 2012, to shareholders of record at the close of business on March 21, 2012. On February 9, 2011, our Board of Directors declared a cash dividend of $0.165 per share, payable on May 11, 2011, to shareholders of record at the close of business on March 16, 2011. On February 10, 2010, our Board of Directors declared a cash dividend of $0.15 per share, payable on April 2, 2010, to shareholders of record at the close of business on February 22, 2010. Prior to the cash dividend declared in February 2010, the Company had never paid a cash dividend.

(4)
In connection with the Purchase Transaction, on September 19, 2013, we issued $1.5 billion of 5.625% unsecured senior notes due September 2021 (the "2021 Notes"), and $750 million of 6.125% unsecured senior notes due September 2023 (the "2023 Notes", and together with the 2021 Notes, the "Notes"). On October 11, 2013, we entered into a $2.5 billion secured term loan facility (the "Term Loan"), maturing in October 2020. The carrying values of the Notes and Term Loan are presented net of unamortized debt discount fees.

46


Table of Contents

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

        Activision Blizzard, Inc. is a worldwide online, personal computer ("PC"), video game console, tablet, handheld, and mobile game publisher. The terms "Activision Blizzard," the "Company," "we," "us," and "our" are used to refer collectively to Activision Blizzard, Inc. and its subsidiaries.

The Company's Formation and Recently Consummated Share Repurchase and Related Debt Financing

        Activision, Inc. was originally incorporated in California in 1979 and was reincorporated in Delaware in December 1992.

        On July 9, 2008, a business combination (the "Business Combination") by and among Activision, Inc., Sego Merger Corporation, a wholly-owned subsidiary of Activision, Inc., Vivendi S.A. ("Vivendi"), VGAC LLC, a wholly-owned subsidiary of Vivendi , and Vivendi Games, Inc. ("Vivendi Games"), a wholly-owned subsidiary of VGAC LLC, was consummated. As a result of the consummation of the Business Combination, Activision, Inc. was renamed Activision Blizzard, Inc. ("Activision Blizzard") and Vivendi became a majority shareholder of Activision Blizzard. Activision Blizzard is a public company traded on the NASDAQ under the ticker symbol "ATVI."

        On October 11, 2013, we repurchased approximately 429 million shares of our common stock, pursuant to a stock purchase agreement (the "Stock Purchase Agreement") we entered into on July 25, 2013, with Vivendi and ASAC II LP ("ASAC"), an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary of Vivendi ("New VH"), which was the direct owner of approximately 429 million shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the transaction (collectively, the "Purchase Transaction"). The Purchase Transaction was funded with a combination of $1.2 billion of cash on hand, the net proceeds from a $2.5 billion secured term loan facility, maturing in October 2020 (the "Term Loan"), and the net proceeds from the issuance of $1.5 billion of 5.625% unsecured senior notes due September 2021 (the "2021 Notes") and $750 million of 6.125% unsecured senior notes due September 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes"). Refer to Note 12 of the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, and Other Liquidity and Capital Resources for additional information. The repurchased shares were recorded in "Treasury Stock" in our consolidated balance sheet.

        Immediately following the completion of the Purchase Transaction, ASAC purchased from Vivendi 172 million shares of Activision Blizzard common stock, pursuant to the Stock Purchase Agreement, for a cash payment of $2.34 billion, or $13.60 per share (the "Private Sale"). Robert A. Kotick, our Chief Executive Officer, and Brian G. Kelly, Chairman of our Board of Directors, are affiliates of ASAC II LLC.

        As of December 31, 2013, (i) we had 704 million shares of common stock issued and outstanding, approximately 64% of which was held by the public, (ii) Vivendi held 83 million shares, or approximately 12% of the outstanding shares of our common stock, and (iii) ASAC held 172 million shares, or approximately 24% of the outstanding shares of our common stock.

47


Table of Contents

The Company's Operations

        Based upon our organizational structure, we conduct our business through three operating segments as follows:

Activision Publishing, Inc.

        Activision Publishing, Inc. ("Activision") is a leading international developer and publisher of interactive software products and content, including games from the Call of Duty® and Skylanders™ franchises. Activision develops games primarily based on internally-developed properties, as well as some licensed intellectual properties. We sell games through both retail channels and digital downloads. Activision currently offers games that operate on the Microsoft Corporation ("Microsoft") Xbox One ("Xbox One") and Xbox 360 ("Xbox 360"), Nintendo Co. Ltd. ("Nintendo") Wii U ("Wii U") and Wii ("Wii"), and Sony Computer Entertainment, Inc. ("Sony") PlayStation 4 ("PS4") and PlayStation 3 ("PS3") console systems (Xbox One, Wii U, and PS4 are collectively referred to as "next-generation"; Xbox 360, Wii, and PS3 are collectively referred to as "current-generation"); the PC; the Nintendo 3DS ("3DS"), Nintendo Dual Screen ("DS"), and Sony PlayStation Vita handheld game systems; and other handheld and mobile devices.

Blizzard Entertainment, Inc.

        Blizzard Entertainment, Inc. ("Blizzard") is a leader in the subscription-based massively multi-player online role-playing game ("MMORPG") category in terms of both subscriber base and revenues generated through its World of Warcraft® franchise, which it develops, hosts and supports. Blizzard also develops, markets, and sells role-playing action and strategy games for the PC and iPad, including games in the multiple-award winning Diablo® and StarCraft® franchises. In September 2013, Blizzard released Diablo III for the PS3 and Xbox 360, and confirmed plans to adapt the game for the PS4. In addition, Blizzard maintains a proprietary online-game related service, Battle.net®. Blizzard distributes its products and generates revenues worldwide through various means, including: subscriptions; sales of prepaid subscription cards; value-added services such as realm transfers, faction changes and other character customizations within the World of Warcraft gameplay; retail sales of physical "boxed" products; online download sales of PC products; and licensing of software to third-party or related party companies that distribute World of Warcraft, Diablo III and StarCraft II products. In addition, Blizzard developed Hearthstone™: Heroes of Warcraft™, a free-to-play digital collectible card game, which was released in closed beta in August 2013 and in open beta in January 2014, and is currently developing Heroes of the Storm™, a new free-to-play online hero brawler.

Activision Blizzard Distribution

        Activision Blizzard Distribution ("Distribution") consists of operations in Europe that provide warehousing, logistical and sales distribution services to third-party publishers of interactive entertainment software, our own publishing operations, and manufacturers of interactive entertainment hardware.

Business Results and Highlights

        In 2013, Activision Blizzard's consolidated net revenues were $4.6 billion and consolidated operating income was $1.4 billion, as compared to net revenues of $4.9 billion and operating income of $1.5 billion in 2012. Despite lower net revenues and operating income in 2013, as compared to 2012, we generated comparable cash flows from operating activities of approximately $1.3 billion in both 2013 and 2012.

        As a result of the Purchase Transaction, on October 11, 2013, we reduced our common shares outstanding by approximately 429 million shares, which resulted in a lower weighted-average share

48


Table of Contents

count for the remainder of the fiscal year. For the year ended December 31, 2013, interest expense of $58 million, fees and expenses related to the Purchase Transaction and related debt financings of $79 million, and their associated tax benefits of $45 million were included in our consolidated net income, partially offsetting the earnings per share benefits from the reduction in our share count. For details of our debt arrangements, our interest expense, and cash paid for interest, refer to Note 12, Note 17, and Note 21, respectively, of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

        Inclusive of these impacts, the company's net income was $1.0 billion and earnings per common share was $0.95 in 2013, in comparison to net income of $1.1 billion and earnings per common share of $1.01 in 2012.

        According to The NPD Group with respect to North America, GfK Chart-Track with respect to Europe, and Activision Blizzard internal estimates, during 2013:

    In North America and Europe combined, Activision Publishing was the #1 console and handheld publisher for the calendar year with the #2 and #3 best-selling franchises—Call of Duty and Skylanders, including toys and accessories.

    In North America and Europe combined, including toys and accessories, Activision Publishing had four of the top 10 titles overall.

    For the fourth quarter, in aggregate across all platforms in the U.S. and Europe combined, Activision Publishing's Call of Duty: Ghosts™ was the #1 best-selling title in both units and dollars and the #1 best-selling game on the next-generation PS4 and Xbox One console platforms in both units and dollars. Additionally, for the calendar year, Call of Duty: Black Ops II was the #9 best-selling title in both units and dollars.

    In North America and Europe combined, Skylanders Giants™, including toys and accessories, was the #4 best-selling handheld and console game in dollars overall and Skylanders SWAP Force™, including toys and accessories, was the #6 best-selling handheld and console game in dollars overall.

    As of December 31, 2013, the Skylanders franchise had generated, life-to-date, more than $2 billion in worldwide retail sales, including toys and accessories, and Activision had sold approximately 175 million Skylanders toys worldwide.

    In North America, Blizzard Entertainment's StarCraft II: Heart of the Swarm® was the #1 best-selling PC game.

    As of December 31, 2013, Blizzard Entertainment's World of Warcraft remains the #1 subscription-based MMORPG, with approximately 7.8 million subscribers.

Product Release Highlights

        Games and digital downloadable content released during the year ended December 31, 2013 included:

    Call of Duty: Black Ops II Revolution (digital downloadable content)

    Call of Duty: Black Ops II Uprising (digital downloadable content)

    Call of Duty: Black Ops II Vengeance (digital downloadable content)

    Call of Duty: Black Ops II Apocalypse (digital downloadable content)

    Call of Duty: Ghosts

    Deadpool

49


Table of Contents

    Diablo III for the PS3 and Xbox 360

    Hearthstone: Heroes of Warcraft (closed beta)

    Skylanders SWAP Force

    StarCraft II: Heart of the Swarm

    The Walking Dead™: Survival Instinct

        On January 21, 2014, Blizzard released Hearthstone: Heroes of Warcraft in open beta.

        In the first quarter of 2014, we released Onslaught, the first downloadable content pack for Call of Duty: Ghosts ("Onslaught"), on certain platforms.

        Diablo III: Reaper of Souls™, the first expansion pack to Blizzard's action role-playing game Diablo III, is expected to be available in stores and online beginning on March 25, 2014.

International Operations

        International sales are a fundamental part of our business. Net revenues from international sales accounted for approximately 47%, 50%, and 50% of our total consolidated net revenues for the years ended December 31, 2013, 2012 and 2011, respectively. In addition to our United States ("U.S.") operations, we maintain significant operations in Canada, the United Kingdom ("U.K."), France, Germany, Ireland, Italy, Sweden, Spain, the Netherlands, Australia, South Korea and China. An important element of our international strategy is to develop content that is specifically directed toward local cultures and customs. Our international business is subject to risks typical of an international business, including, but not limited to, foreign currency exchange rate volatility and changes in local economies. Accordingly, our future results could be materially and adversely affected by changes in foreign currency exchange rates and changes in local economies.

Management's Overview of Business Trends

Online Content and Digital Downloads

        We provide our products through both retail channels and digital online delivery methods. Many of our video games that are available through retailers as physical "boxed" software products, such as DVDs, are also available by direct digital download over the Internet (from our websites and websites owned by third parties). In addition, we offer players digital downloadable content as add-ons to our products (e.g., new multi-player content packs), generally for a one-time fee. We also offer subscription-based services for World of Warcraft, which are digitally delivered and hosted by Blizzard's proprietary online-game related service, Battle.net.

        We currently define digital online channel-related sales as revenues from subscriptions and memberships, licensing royalties, value-added services, downloadable content, and digitally distributed products. This definition may differ from that used by our competitors or other companies.

        For the year ended December 31, 2013, revenues through digital online channels increased by $22 million, as compared to 2012, and represented 34% of our total consolidated net revenues in 2013, as compared to 32% in 2012. This increase was mainly attributable to the strong performance of digital downloadable content for Call of Duty: Black Ops II (such as downloadable content packs, and micro-downloadable content ("micro-DLC") which allows players to personalize their in-game experience), the continued strong performance of Call of Duty: Black Ops II, and recognition of deferred revenues from World of Warcraft: Mists of Pandaria, which was released in 2012, without a comparable release from Blizzard in 2013. On a non-GAAP basis (which excludes the impact of deferred revenues), revenues through digital online channels decreased by $34 million, as compared to 2012, and represented 36% of our total non-GAAP net revenues in 2013 as compared to 32% in 2012. The

50


Table of Contents

decrease in revenues through digital online channels was primarily due to the releases of Diablo III and World of Warcraft: Mists of Pandaria in 2012, partially offset by the strong performance of digital downloadable content for Call of Duty: Black Ops II in 2013. Digital online channel revenues were a greater portion of total non-GAAP revenues in 2013, given the relatively lower decrease in digital online channel revenues compared to the decrease in retail channel revenues, versus the prior year.

        Our sales of digital downloadable content are driven in part by our sales of retail products. Lower revenues in our retail distribution channel in the current year might impact our digital online channel revenues in the subsequent year. Digital revenues remain an important part of our business, and we continue to focus on and develop products that can be delivered via digital online channels. The amount of our digital revenues in any period may fluctuate depending, in part, on the timing and nature of our specific product releases.

        Over the next few years, we plan to introduce games, based on some of our most successful franchises, that operate on a free-to-play model with microtransactions. These games include Blizzard's Hearthstone: Heroes of Warcraft, Blizzard's Heroes of the Storm, and Call of Duty™ Online.

        Please refer to the reconciliation between GAAP and non-GAAP financial measures later in this document for further discussions of retail and digital online channels.

Console Platform Transition

        The current generation of game consoles began with Microsoft's launch of the Xbox 360 in November 2005, and continued in 2006 when Nintendo and Sony launched the Wii and the PS3, respectively. The installed base of current-generation hardware in the U.S. and Europe was approximately 195 million units as of December 31, 2013, as compared to 184 million units at December 31, 2012, according to The NPD Group, with respect to North America, and GfK Chart-Track, with respect to Europe, representing an overall increase of 6% in units year-over-year. The growth was larger for the high-definition platforms, with the installed base of PS3 and Xbox 360 hardware units increasing 9% year-over-year, while the installed base of Wii hardware units increased only 2% year-over-year.

        In November 2012, Nintendo released the Wii U, and in November 2013, Sony released the PS4 and Microsoft released the Xbox One, their respective next-generation game consoles and entertainment systems. As of December 31, 2013, according to The NPD Group and GfK Chart-Track, the installed base of next-generation hardware in the U.S. and Europe was approximately 10 million units.

        While the new console cycle has started strongly and demand for next-generation games was higher than expected, we expect that this will result in a lower-than-expected demand for current-generation games. For example, we experienced slower sales of our 2013 fourth-quarter launch of Call of Duty: Ghosts, as compared to sales of our 2012 fourth-quarter launch of Call of Duty: Black Ops II, which we believe is partly attributable to the console platform transition.

        When new console platforms are announced or introduced into the market, consumers may reduce their purchases of game console software products for current console platforms in anticipation of new platforms becoming available. During these periods, sales of the game console software products we publish may slow or even decline until new platforms are introduced and achieve wide consumer acceptance. Platform transitions may have a comparable impact on sales of downloadable content, amplifying the impact on our revenue. During platform transitions, we simultaneously incur costs to develop and market new titles for current-generation video game platforms, which may not sell at premium prices, and to develop and market products for next-generation platforms, which may not generate immediate or near-term revenues. We continually monitor console hardware sales and manage our product delivery on each of the current- and next-generation platforms in a manner we believe to

51


Table of Contents

be most effective to maximize our revenue opportunities and achieve the desired return on our investments in product development. Long term, we expect the new consoles to drive industry growth and expand our opportunities.

Conditions in the Retail Distribution Channels

        Conditions in the retail channels of the interactive entertainment industry remained challenging during 2013. In North America and Europe, retail sales within the industry experienced a combined overall decrease of approximately 7% in 2013, as compared to 2012, according to The NPD Group and GfK Chart-Track. The declines in the North American and European retail channels were impacted by fewer releases and catalog sales in 2013 as compared to 2012. In addition, the decline in sales to the retail channels continues to be more pronounced for casual titles on the Nintendo Wii and handheld platforms (down over 29% year-over-year), than titles on high-definition platforms (i.e., Xbox 360 and PS3).

        Despite the 7% decrease in retail sales in North America and Europe for the overall industry, according to The NPD Group, GfK Chart-Track and the Company's internal estimates, sales of the industry's top five titles (including accessory packs and figures) grew 20% in 2013, as compared to 2012. The increase in retail sales of the top five titles was mainly driven by the release of a top title by a competitor in the third quarter of 2013. This further demonstrated the concentration of revenues in the top titles, particularly for high-definition platforms, which experienced year-over-year growth, while non-premier titles experienced declines. The Company's results have been less impacted by the general declining trends in retail compared to our competitors because of our greater focus on premier top titles and a more focused overall slate of titles.

Concentration of Top Titles

        The concentration of retail revenues among key titles has continued as a trend in the overall interactive software industry. According to The NPD Group, the top 10 titles accounted for 38% of the sales in the U.S. video game industry in 2013 as compared to 30% in 2012. Similarly, a significant portion of our revenues has historically been derived from video games based on a few popular franchises and these video games are responsible for a disproportionately high percentage of our profits. For example, our three largest franchises in 2013—Call of Duty, Skylanders and World of Warcraft—accounted for approximately 80% of our net revenues, and a significantly higher percentage of our operating income, for the year.

        We expect that a limited number of popular franchises will continue to produce a disproportionately high percentage of the industry and our revenues and profits.

Seasonality

        The interactive entertainment industry is highly seasonal. We have historically experienced our highest sales volume in the year-end holiday buying season, which occurs in the fourth quarter. We defer the recognition of a significant amount of net revenues, related to our software titles containing online functionality that constitutes a more-than-inconsequential separate service deliverable, over an extended period of time (i.e., typically five months to less than a year). As a result, the quarter in which we generate the highest sales volume may be different than the quarter in which we recognize the highest amount of net revenues. Our results can also vary based on a number of factors including, but not limited to, title release date, consumer demand, market conditions and shipment schedules.

Outlook

        We expect to have a strong product pipeline in 2014, and to have at least three major releases from Blizzard. In January 2014, the open beta version of Hearthstone: Heroes of Warcraft was released.

52


Table of Contents

On March 25, 2014, Blizzard plans to launch the PC expansion pack Diablo III: Reaper of Souls, and later in the year, Blizzard is expected to deliver another major game release. Activision plans to debut Destiny in September 2014 and new games in the Call of Duty and Skylanders franchises in the fourth quarter of 2014. However, we remain cautious on industry trends, particularly the ongoing console platform transition, which is expected to have a continuing impact on our digital downloadable content business model for Call of Duty: Ghosts, as well as other major releases on the current-generation of console platforms.

        Looking forward, the above discussed factors, such as the ongoing console platform transition, the increasing concentration of top titles in the interactive entertainment industry, and global economic conditions, could negatively impact our short-term results. We will continue to invest in our established franchises, as well as new titles we think have the potential to drive our growth over the long-term.

Consolidated Statements of Operations Data

        The following table sets forth consolidated statements of operations data for the periods indicated in dollars and as a percentage of total net revenues (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011  

Net revenues:

                                     

Product sales

  $ 3,201     70 % $ 3,620     75 % $ 3,257     68 %

Subscription, licensing, and other revenues

    1,382     30     1,236     25     1,498     32  
                           

Total net revenues

    4,583     100     4,856     100     4,755     100  
                           

Costs and expenses:

                                     

Cost of sales—product costs

    1,053     23     1,116     23     1,134     24  

Cost of sales—online subscriptions

    204     4     263     5     255     5  

Cost of sales—software royalties and amortization

    187     4     194     4     218     5  

Cost of sales—intellectual property licenses

    87     2     89     2     165     3  

Product development

    584     13     604     12     629     13  

Sales and marketing

    606     13     578     12     545     11  

General and administrative

    490     11     561     12     456     10  

Restructuring

                    25     1  
                           

Total costs and expenses

    3,211     70     3,405     70     3,427     72  
                           

Operating income

    1,372     30     1,451     30     1,328     28  

Interest and other investment income (expense), net

    (53 )   (1 )   7         3      
                           

Income before income tax expense

    1,319     29     1,458     30     1,331     28  

Income tax expense

    309     7     309     6     246     5  
                           

Net income

  $ 1,010     22 % $ 1,149     24 % $ 1,085     23 %
                           
                           

Operating Segment Results

        Our operating segments are consistent with our internal organizational structure, the manner in which our operations are reviewed and managed by our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), the manner in which we assess operating performance and allocate resources, and the availability of separate financial information. We do not aggregate operating segments.

53


Table of Contents

        The CODM reviews segment performance exclusive of the impact of the change in deferred revenues and related cost of sales with respect to certain of our online-enabled games, stock-based compensation expense, amortization of intangible assets as a result of purchase price accounting, and fees and other expenses related to the Purchase Transaction and related debt financings. The CODM does not review any information regarding total assets on an operating segment basis, and accordingly, no disclosure is made with respect thereto. Information on the operating segments and reconciliations of total net revenues and total segment operating income to consolidated net revenues from external customers and consolidated income before income tax expense for the years ended December 31, 2013, 2012, and 2011 are presented in the table below (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011   Increase/
(decrease)
2013 v 2012
  Increase/
(decrease)
2012 v 2011
 

Segment net revenues:

                               

Activision

  $ 2,895   $ 3,072   $ 2,828   $ (177 ) $ 244  

Blizzard

    1,124     1,609     1,243     (485 )   366  

Distribution

    323     306     418     17     (112 )
                       

Operating segment net revenues total          

    4,342     4,987     4,489     (645 )   498  
                       

Reconciliation to consolidated net revenues:

                               

Net effect from deferral of net revenues

    241     (131 )   266     372     (397 )
                       

Consolidated net revenues

  $ 4,583   $ 4,856   $ 4,755   $ (273 ) $ 101  
                       

Segment income from operations:

                               

Activision

  $ 971   $ 970   $ 851   $ 1   $ 119  

Blizzard

    376     717     496     (341 )   221  

Distribution

    8     11     11     (3 )    
                       

Operating segment income from operations total

    1,355     1,698     1,358     (343 )   340  
                       

Reconciliation to consolidated operating income and consolidated income before income tax expense:

                               

Net effect from deferral of net revenues and related cost of sales

    229     (91 )   183     320     (274 )

Stock-based compensation expense

    (110 )   (126 )   (103 )   16     (23 )

Restructuring

            (26 )       26  

Amortization of intangible assets

    (23 )   (30 )   (72 )   7     42  

Impairment of goodwill

            (12 )       12  

Fees and other expenses related to the Purchase

                               

Transaction and related debt financings

    (79 )           (79 )    
                       

Consolidated operating income

    1,372     1,451     1,328     (79 )   123  

Interest and other investment income (expense), net

    (53 )   7     3     (60 )   4  
                       

Consolidated income before income tax expense

  $ 1,319   $ 1,458   $ 1,331   $ (139 ) $ 127  
                       
                       

        For a better understanding of the differences in presentation between our segment results and the consolidated results, the following explains the nature of each reconciling item.

Net Effect from Deferral of Net Revenues and Related Cost of Sales

        We have determined that some of our titles' online functionality represents an essential component of gameplay and as a result, represents a more-than-inconsequential separate deliverable. As such, we

54


Table of Contents

are required to recognize revenues from these titles over the estimated service periods, which range from five months to less than one year. The related costs of sales are deferred and recognized when the related revenues are recognized. In the operating segment results table, we present the amount of net revenues and related costs of sales separately for each period as a result of this accounting treatment.

Stock-Based Compensation Expense

        We expense our stock-based awards using the grant date fair value over the vesting periods of the stock awards. In the case of liability awards, the liability is subject to revaluation based on the stock price at the end of the relevant period. Included within this stock-based compensation are the net effects of capitalization, deferral, and amortization.

Restructuring

        On February 3, 2011, the Company's Board of Directors authorized a restructuring plan (the "2011 Restructuring") involving a focus on the development and publication of a reduced slate of titles on a going-forward basis. The 2011 Restructuring included the discontinuation of the development of music-based games, the closure of the related business unit and the cancellation of other titles then in production, along with a related reduction in studio headcount and corporate overhead. The costs related to the 2011 Restructuring activities included severance costs, facility exit costs, and exit costs from the cancellation of projects. The 2011 Restructuring charges for the year ended December 31, 2011 were $25 million, which is reflected in a separate caption "Restructuring expenses" on our consolidated statement of operations. The 2011 Restructuring was completed as of December 31, 2011 and we do not expect to incur significant additional restructuring expenses relating thereto.

        In 2008, we implemented an organizational restructuring plan as a result of the Business Combination. This organizational restructuring was to integrate different operations and to streamline the combined Activision Blizzard organization. The costs related to the restructuring activities included severance costs, facility exit costs, write-offs of assets and liabilities, and exit costs from the cancellation of projects. For the year ended December 31, 2011, expense related to the organizational restructuring was $1 million and has been reflected in the "General and administrative expense" in the consolidated statement of operations. The organizational restructuring activities as a result of the Business Combination were completed as of December 31, 2011 and we do not expect to incur additional restructuring expenses relating thereto.

Amortization of Intangible Assets

        All of our intangible assets are the result of the Business Combination and other acquisitions. We amortize the intangible assets over their estimated useful lives based on the pattern of consumption of the underlying economic benefits. The amount presented in the table represents the effect of the amortization of intangible assets as well as other purchase price accounting adjustments, where applicable, in our consolidated statements of operations.

Impairment of Goodwill

        We recorded a non-cash charge of $12 million related to the impairment of goodwill of our Distribution reporting unit for the year ended December 31, 2011, reflecting a continuing shift in the distribution of interactive entertainment software from retail distribution channels to digital distribution channels.

55


Table of Contents

Fees and Other Expenses Related to the Purchase Transaction and Related Debt Financings

        We incurred fees and other expenses, such as legal, banking and professional services fees, related to the Purchase Transaction and related debt financings. Such expenses are not reviewed by the CODM as part of segment performance.

Segment Net Revenues

Activision

        Activision's net revenues decreased for 2013, as compared to 2012, primarily due to lower launch revenues from Call of Duty: Ghosts in the fourth quarter of 2013 as compared to launch revenues from Call of Duty: Black Ops II in the fourth quarter of 2012, lower revenues from our value business due to its more focused slate of titles, and lower revenues from the Skylanders franchise. These decreases were partially offset by higher revenues from digital downloadable content from Call of Duty: Black Ops II as compared to the performance of downloadable content packs from Call of Duty: Modern Warfare 3.

        In 2012, net revenues increased, as compared to 2011, primarily due to revenues from the Skylanders franchise (both from the launch of Skylanders Giants in the fourth quarter of 2012 and full-year revenues from Skylanders Spyro's Adventure, which was launched in the fourth quarter of 2011). The increase was partially offset by lower revenues from the Call of Duty franchise, primarily from lower catalog sales and lower revenues from downloadable content packs for Call of Duty: Modern Warfare® 3, though these decreases were partially mitigated by the strong performance from Call of Duty: Black Ops II, which launched in the fourth quarter of 2012.

Blizzard

        Blizzard's net revenues decreased for 2013, as compared to 2012, primarily due to the release of Diablo III in May 2012, without a comparable release in the current year, lower revenues from the World of Warcraft franchise, and the release World of Warcraft: Mists of Pandaria in September 2012, without a comparable release in the current year. The decreases were partially offset by the release of StarCraft II: Heart of the Swarm in March 2013, the release of Diablo III for the PS3 and Xbox 360 in September 2013, and revenues from Hearthstone: Heroes of Warcraft during its closed beta.

        At December 31, 2013, the worldwide subscriber* base for World of Warcraft was approximately 7.8 million, compared to approximately 7.6 million at September 30, 2013, and down from approximately 9.6 million subscribers at December 31, 2012, with the majority of the decline from the East (where the "East" includes China, Taiwan, and South Korea, and the "West" includes North America, Europe, Australia, and Latin America). In general, the average revenue per subscriber is lower in the East than in the West. The subscriber base at December 31, 2013 benefitted from gamer enthusiasm generated at BlizzCon, Blizzard's convention to celebrate its global player communities, and the promotion of retail products and referral programs during the fourth quarter of 2013. Since December 31, 2010, when the subscriber base reached a new peak of more than 12 million, subscriber levels have trended downward. Looking forward, Blizzard Entertainment expects to continue to deliver new game content in all regions that is intended to further appeal to the gaming community.

   


*
World of Warcraft subscribers include individuals who have paid a subscription fee or have an active prepaid card to play World of Warcraft, as well as those who have purchased the game and are within their free month of access. Internet Game Room players who have accessed the game over the last thirty days are also counted as subscribers. The above definition excludes all players under free promotional subscriptions, expired or cancelled subscriptions, and expired prepaid cards. Subscribers in licensees' territories are defined along the same rules.

56


Table of Contents

        Blizzard's net revenues increased for 2012, as compared to 2011, primarily due to the release of Diablo III in May 2012 and World of Warcraft: Mists of Pandaria in September 2012. The increase in net revenues was partially offset by lower subscription revenues from World of Warcraft due to a lower subscriber base.

Distribution

        Distribution's net revenues increased in 2013, as compared to 2012, primarily due to revenues from the distribution of newly introduced next-generation hardware in 2013.

        Distribution's net revenues decreased in 2012, as compared to 2011, primarily due to a weaker U.K. market in which the majority of the distribution business is transacted.

Segment Income from Operations

Activision

        Despite lower revenues, Activision's operating income in 2013 was comparable to 2012, primarily due to the strength of the higher margin digital business associated with Call of Duty: Black Ops II digital downloadable content, a smaller but more profitable slate of releases from our value business, and lower general and administrative costs, primarily resulting from lower legal-related expenses (including legal-related accruals, settlements and fees), partially offset by higher sales and marketing activities to support the Call of Duty and Skylanders franchises.

        Activision's operating income increased in 2012, as compared to 2011, primarily due to higher net revenues, and lower sales and marketing costs. The increase was partially offset by higher costs of sales as a result of higher net revenues, higher product development costs, and higher general and administrative costs, primarily resulting from legal-related expenses (including legal-related accruals, settlements and fees) and additional accrued bonuses based on our 2012 financial performance.

Blizzard

        Blizzard's operating income decreased in 2013, as compared to 2012, primarily due to lower revenues and less capitalization of product development costs, partially offset by lower sales and marketing costs based on fewer titles released in 2013 and lower general and administrative costs from lower accrued bonuses based on our 2013 financial performance.

        Blizzard's operating income increased in 2012, as compared to 2011, primarily due to higher revenues. The increase was partially offset by higher cost of sales as a result of higher net revenues, higher sales and marketing costs to support the launch of Diablo III and World of Warcraft: Mists of Pandaria, and higher general and administrative costs from additional accrued bonuses based on our 2012 financial performance.

Non-GAAP Financial Measures

        The analysis of revenues by distribution channel is presented both on a GAAP (including the impact from the change in deferred revenues) and non-GAAP (excluding the impact from the change in deferred revenues) basis. We use this non-GAAP measure internally when evaluating our operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of our management team. We believe this is appropriate because this non-GAAP measure enables an analysis of performance based on the timing of actual transactions with our customers, which is consistent with the way the Company is measured by investment analysts and industry data sources, and facilitates comparison of operating performance between periods. In addition, excluding the impact from the change in deferred net revenue provides a much more timely indication of trends in our sales and other operating results. While we believe that this non-GAAP measure is useful in

57


Table of Contents

evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, as a substitute for, or as more important than, the related financial information prepared in accordance with GAAP. In addition, this non-GAAP financial measure may not be the same as any non-GAAP measure presented by another company. This non-GAAP financial measure has limitations in that it does not reflect all of the items associated with our GAAP revenues. We compensate for the limitations resulting from the exclusion of the change in deferred revenues by considering the impact of that item separately and by considering our GAAP, as well as non-GAAP, revenues.

Results of Operations—Years Ended December 31, 2013, 2012, and 2011

Non-GAAP Financial Measures

        The following table provides reconciliation between GAAP and non-GAAP net revenues by distribution channel for the years ended December 31, 2013, 2012, and 2011 (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011   Increase/
(decrease)
2013 v 2012
  Increase/
(decrease)
2012 v 2011
  % Change
2013 v 2012
  % Change
2012 v 2011
 

GAAP net revenues by distribution channel

                                           

Retail channels

  $ 2,701   $ 3,013   $ 2,697   $ (312 ) $ 316     (10 )%   12 %

Digital online channels(1)

    1,559     1,537     1,640     22     (103 )   1     (6 )
                                   

Total Activision and Blizzard

    4,260     4,550     4,337     (290 )   213     (6 )   5  

Distribution

   
323
   
306
   
418
   
17
   
(112

)
 
6
   
(27

)
                                   

Total consolidated GAAP net revenues

    4,583     4,856     4,755     (273 )   101     (6 )   2  
                                   

Change in deferred net revenues(2)

                                           

Retail channels

    (247 )   69     (185 )   (316 )   254     (458 )   (137 )

Digital online channels(1)

    6     62     (81 )   (56 )   143     (90 )   (177 )
                                   

Total changes in deferred net revenues

    (241 )   131     (266 )   (372 )   397     (284 )   (149 )
                                   

Non-GAAP net revenues by distribution channel

                                           

Retail channels

    2,454     3,082     2,512     (628 )   570     (20 )   23  

Digital online channels(1)

    1,565     1,599     1,559     (34 )   40     (2 )   3  
                                   

Total Activision and Blizzard

    4,019     4,681     4,071     (662 )   610     (14 )   15  

Distribution

   
323
   
306
   
418
   
17
   
(112

)
 
6
   
(27

)
                                   

Total non-GAAP net revenues(3)

  $ 4,342   $ 4,987   $ 4,489   $ (645 ) $ 498     (13 )%   11 %
                                   

(1)
We define revenues from digital online channels as revenues from subscriptions and memberships, licensing royalties, value-added services, downloadable content, and digitally distributed products.

(2)
We have determined that some of our titles' online functionality represents an essential component of gameplay and as a result, represents a more-than-inconsequential separate deliverable. As such, we recognize revenues attributed to these titles over the estimated service periods, which range from five months to less than one year. In the table above, we present the amount of net revenues for each period as a result of this accounting treatment.

(3)
Total non-GAAP net revenues presented also represents our total operating segment net revenues.

58


Table of Contents

        The decrease in GAAP net revenues from retail channels for 2013, as compared to 2012, was primarily due to lower revenues from Diablo III for the PC, which was released in May 2012, lower revenues from our value business due to its more focused slate of titles, lower revenues from the launch of Call of Duty: Ghosts as compared to the launch of Call of Duty: Black Ops II, which was released in November 2012, and lower revenues from our Skylanders franchise. The decreases were partially offset by revenues from the release of Diablo III for the PS3 and Xbox 360 in September 2013, revenues from StarCraft II: Heart of the Swarm, which was released in March 2013, and the recognition of previously deferred revenues from World of Warcraft: Mists of Pandaria, which was released in September 2012.

        The increase in GAAP net revenues from retail channels for 2012, as compared to 2011, was the result of sales from the Skylanders franchise (both from the launch of Skylanders Giants in the fourth quarter of 2012 and the full-year revenues from Skylanders Spyro's Adventure, which was launched in the fourth quarter of 2011) and revenues from Diablo III and World of Warcraft: Mists of Pandaria. The increase was partially offset by lower catalog sales of Call of Duty as well as other titles, and lower catalog revenues generated from World of Warcraft: Cataclysm and StarCraft II: Wings of Liberty, which were released in 2010.

        The increase in GAAP net revenues from digital online channels for 2013, as compared to 2012, was primarily due to higher revenues from the current year releases of Call of Duty: Black Ops II digital downloadable content, as compared to Call of Duty: Modern Warfare 3 downloadable content packs, stronger revenues from Call of Duty: Black Ops II, as compared to Call of Duty: Modern Warfare 3, recognition of previously deferred revenues from World of Warcraft: Mists of Pandaria, and revenues from StarCraft II: Heart of the Swarm, which was released in March 2013. The increases were partially offset by lower revenues from Diablo III for the PC, which was released in May 2012, lower subscription and value-added services revenues from the World of Warcraft franchise due to a lower number of subscribers as compared to same period in 2012, and lower revenues from our Call of Duty catalog titles.

        The decrease in GAAP net revenues from digital online channels for 2012, as compared to 2011, was primarily due to lower revenues from World of Warcraft subscriptions and lower net revenues from Call of Duty downloadable content packs released in 2012 for Call of Duty: Modern Warfare 3, in comparison to downloadable content packs released in 2011 for Call of Duty: Black Ops. The decrease was partially offset by the full game download sales of Diablo III and World of Warcraft: Mists of Pandaria, and revenues from Call of Duty Elite memberships.

        The decrease in non-GAAP net revenues from retail channels for 2013, as compared to 2012, was primarily due to lower revenues from Diablo III for the PC, which was released in May 2012, lower revenues from Call of Duty: Ghosts as compared to revenues in 2012 for Call of Duty: Black Ops II, fewer releases from our value business due to its more focused slate of titles, lower revenues from our Skylanders franchise and Call of Duty catalog titles, and lower sales from World of Warcraft: Mists of Pandaria, which was released in September 2012. The decreases were partially offset by sales from Diablo III for the PS3 and Xbox360, which was released in September 2013, as well as the sales from StarCraft II: Heart of the Swarm, which was released in March 2013.

        The increase in non-GAAP net revenues from retail channels for 2012, as compared to 2011, was the result of sales from the Skylanders franchise (both from the launch of Skylanders Giants in the fourth quarter of 2012 and the full-year revenues from Skylanders Spyro's Adventure, which was launched in the fourth quarter of 2011), Diablo III and World of Warcraft: Mists of Pandaria. The increase was partially offset by lower catalog sales of Call of Duty titles as well as other titles, and lower catalog revenues generated from World of Warcraft: Cataclysm and StarCraft II: Wings of Liberty, which were released in 2010.

59


Table of Contents

        The decrease in non-GAAP net revenues from digital online channels for 2013, as compared to 2012, was primarily due to lower revenues from Diablo III for the PC, which was released in May 2012, lower subscription and value-added services revenues from the World of Warcraft franchise due to a lower number of subscribers as compared to same periods in 2012, and lower revenues from World of Warcraft: Mists of Pandaria, which was released in September 2012. The decreases were partially offset by stronger revenues from the current year releases of Call of Duty: Black Ops II digital downloadable content, as compared to Call of Duty: Modern Warfare 3 downloadable content packs, stronger catalog sales of Call of Duty: Black Ops II in 2013, as compared to catalog sales of Call of Duty: Modern Warfare 3 in 2012, and revenues from StarCraft II: Heart of the Swarm, which was released in 2013.

        The increase in non-GAAP net revenues from digital online channels for 2012, as compared to 2011, was attributable to sales of full game digital downloads from the launches of World of Warcraft: Mists of Pandaria and Diablo III (which were launched in 2012) and memberships revenues from Call of Duty Elite (which was launched in late November 2011). The increase was partially offset by lower revenues from World of Warcraft subscriptions and lower net revenues from Call of Duty downloadable content packs.

Consolidated Results

Net Revenues by Geographic Region

        The following table details our consolidated net revenues by geographic region for the years ended December 31, 2013, 2012, and 2011 (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011   Increase/
(decrease)
2013 v 2012
  Increase/
(decrease)
2012 v 2011
  % Change
2013 v 2012
  % Change
2012 v 2011
 

Geographic region net revenues:

                                           

North America

  $ 2,414   $ 2,436   $ 2,405   $ (22 ) $ 31     (1 )%   1 %

Europe

    1,826     1,968     1,990     (142 )   (22 )   (7 )   (1 )

Asia Pacific

    343     452     360     (109 )   92     (24 )   26  
                                   

Consolidated net revenues

  $ 4,583   $ 4,856   $ 4,755   $ (273 ) $ 101     (6 )   2  
                                   
                                   

        The increase/(decrease) in deferred revenues recognized by geographic region for the years ended December 31, 2013, 2012, and 2011 was as follows (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011   Increase/
(Decrease)
2013 v 2012
  Increase/
(Decrease)
2012 v 2011
 

Deferred revenues recognized by geographic region:

                               

North America

  $ 108   $ (78 ) $ 154   $ 186   $ (232 )

Europe

    107     (28 )   104     135     (132 )

Asia Pacific

    26     (25 )   8     51     (33 )
                       

Total impact on consolidated net revenues

    241     (131 )   266     372     (397 )
                       
                       

        Consolidated net revenues in all regions decreased in 2013 as compared to 2012. As previously discussed, the decrease in the Company's consolidated net revenues in 2013, as compared to the same period in 2012, was mainly due to lower revenues from Diablo III for the PC, which was released in May 2012, lower revenues from our Skylanders franchise, lower revenues from the launch of Call of Duty: Ghosts as compared to the launch of Call of Duty: Black Ops II, and fewer releases from our value business due to its more focused slate of titles. In the Asia Pacific region, net revenues were

60


Table of Contents

further impacted by lower World of Warcraft revenues resulting from a lower number of subscribers. In all regions, the decreases were partially offset by a stronger performance from Call of Duty: Black Ops II digital downloadable content, as compared to Call of Duty: Modern Warfare 3 downloadable content packs, recognition of previously deferred revenues from Call of Duty: Black Ops II, and revenues from StarCraft II: Heart of the Swarm, which was released in 2013. The decreases in North America and Europe were also partially offset by the recognition of previously deferred revenues from World of Warcraft: Mists of Pandaria.

        In all regions, the increase in deferred revenues recognized in 2013, as compared to the same period in 2012, was primarily attributed to the lower deferral of revenues resulting from Call of Duty: Ghosts, which was released in November 2013, as compared to the deferral of revenues for Call of Duty: Black Ops II, which was released in November 2012, and recognition of previously deferred revenues from Call of Duty: Black Ops II, which was released in November 2012, and World of Warcraft: Mists of Pandaria, which was released in September 2012, partially offset by the higher deferral of revenues from stronger catalog sales of Call of Duty: Black Ops II in 2013, as compared to catalog sales of Call of Duty: Modern Warfare 3 in 2012, and the deferral of revenues from Diablo III on the PS3 and Xbox 360, which was released in September 2013, and Call of Duty: Black Ops II digital downloadable content released in 2013.

        Consolidated net revenues from North America and Asia Pacific increased in 2012, as compared to 2011, primarily due to sales from the Skylanders franchise (both from the launch of Skylanders Giants in the fourth quarter of 2012, and the full-year revenues from Skylanders Spyro's Adventure, which was launched in the fourth quarter of 2011), Diablo III and World of Warcraft: Mists of Pandaria. Sales of Diablo III accounted for the majority of the year-over-year increase in net revenues for the Asia Pacific region. The increase in consolidated net revenues from North America and Asia Pacific was partially offset by lower subscriptions revenues from World of Warcraft, lower catalog sales of Call of Duty titles as well as other titles, and lower catalog revenues generated from World of Warcraft: Cataclysm and StarCraft II: Wings of Liberty, which were released in 2010.

        Consolidated net revenues from Europe decreased slightly in 2012, as compared to 2011, primarily due to lower subscription revenues from World of Warcraft, lower catalog sales of Call of Duty titles as well as other titles, lower catalog revenues generated from World of Warcraft: Cataclysm and from StarCraft II: Wings of Liberty, which were released in 2010, and lower revenues from our Distribution segment. The decrease was partially offset by sales from the Skylanders franchise (both from the launch of Skylanders Giants in the fourth quarter of 2012 and the full-year revenues from Skylanders Spyro's Adventure, which was launched in the fourth quarter of 2011), Diablo III and World of Warcraft: Mists of Pandaria. Further, in Europe and certain countries in Asia Pacific, net revenues were also negatively impacted due to the fact that we published titles for Lucas Arts in 2011, such as Lego Star Wars III, while no comparable title was published in 2012.

        The decrease in deferred revenues recognized in all regions for the year ended December 31, 2012, as compared to 2011 was primarily attributable to lower World of Warcraft subscription revenues, lower sales of Call of Duty digital downloadable content packs and catalogs titles, and lower catalog sales of World of Warcraft: Cataclysm and StarCraft II: Wings of Liberty, as well as an increase in revenues deferred due to the launch of both Diablo III and World of Warcraft: Mists of Pandaria. The decrease was partially offset by the recognition of the deferred revenues from Call of Duty: Modern Warfare 3.

Foreign Exchange Impact

        Changes in foreign exchange rates had a positive impact of $33 million, a negative impact of $114 million, and a positive impact of $100 million on Activision Blizzard's consolidated net revenues in

61


Table of Contents

2013, 2012, and 2011, respectively, as compared to the same periods in the previous year. The changes are primarily due to changes in the value of the U.S. dollar relative to the Euro.

Net Revenues by Platform

        The following tables detail our net revenues by platform and as a percentage of total consolidated net revenues for the years ended December 31, 2013, 2012, and 2011 (amounts in millions):

 
  Year
Ended
December 31,
2013
  % of
total(5)
consolidated
net revs.
  Year
Ended
December 31,
2012
  % of
total(5)
consolidated
net revs.
  Year
Ended
December 31,
2011
  % of
total(5)
consolidated
net revs.
  Increase/
(Decrease)
2013 v
2012
  Increase/
(Decrease)
2012 v
2011
 

Platform net revenues:

                                                 

Online subscriptions(1)

  $ 912     20 % $ 986     20 % $ 1,357     29 % $ (74 ) $ (371 )

PC

    340     7     675     14     282     6     (335 )   393  

Console

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Sony PlayStation(3)

    963     21     876     18     948     20     87     (72 )

Microsoft Xbox(4)

    1,198     26     1,019     21     1,140     24     179     (121 )

Nintendo Wii and Wii U

    218     5     291     6     351     7     (73 )   (60 )
                                   

Total console

    2,379     52     2,186     45     2,439     51     193     (253 )

Other(2)

    629     14     703     14     259     5     (74 )   444  
                                   

Total platform net revenues

    4,260     93     4,550     94     4,337     91     (290 )   213  

Distribution

    323     7     306     6     418     9     17     (112 )
                                   

Total consolidated net revenues

  $ 4,583     100 % $ 4,856     100 % $ 4,755     100 % $ (273 ) $ 101  
                                   
                                   

        The increase / (decrease) in deferred revenues recognized by platform for years ended December 31, 2013, 2012, and 2011 was as follows (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011   Increase/
(Decrease)
2013 v 2012
  Increase/
(Decrease)
2012 v 2011
 

Increase/(decrease) in deferred revenues recognized by platform:

                               

Online subscriptions(1)

  $ 107   $ (85 ) $ 202   $ 192   $ (287 )

PC

    22     (37 )   74     59     (111 )

Console

   
 
   
 
   
 
   
 
   
 
 

Sony PlayStation(3)

    14     (30 )   (36 )   44     6  

Microsoft Xbox(4)

    87     3     (43 )   84     46  

Nintendo Wii and Wii U

    10     12     66     (2 )   (54 )
                       

Total console

    111     (15 )   (13 )   126     (2 )
                       

Other(2)

    1     6     3     (5 )   3  
                       

Total impact on consolidated net revenues

  $ 241   $ (131 ) $ 266   $ 372   $ (397 )
                       
                       

(1)
Revenues from online subscriptions consists of revenues from all World of Warcraft products, including subscriptions, boxed products, expansion packs, licensing royalties, and value-added services, and revenues from Call of Duty Elite memberships.

(2)
Revenues from other includes revenues from handheld and mobile devices, as well as non-platform specific game related revenues such as standalone sales of toys and accessories products from our Skylanders franchise and other physical merchandise and accessories.

62


Table of Contents

(3)
Sony PlayStation includes revenues from PlayStation 4, PlayStation 3, and PlayStation 2.

(4)
Microsoft Xbox includes revenues from Xbox One and Xbox 360.

(5)
The percentages of total are presented as calculated. Therefore the sum of these percentages, as presented, may differ due to the impact of rounding.

        Net revenues from online subscriptions decreased in 2013, as compared to 2012, primarily as a result of lower revenues from Call of Duty Elite memberships, lower World of Warcraft subscription revenues, and lower Blizzard catalog sales from World of Warcraft: Cataclysm and value-added services. The decrease was partially offset by the recognition of previously deferred revenues from World of Warcraft: Mists of Pandaria. Net revenues from online subscriptions decreased in 2012, as compared to 2011, primarily as a result of lower World of Warcraft subscription revenues, and lower Blizzard catalog sales from World of Warcraft: Cataclysm, which was released in December 2010. The decrease was partially offset by revenues from Call of Duty Elite memberships and World of Warcraft: Mists of Pandaria.

        Net revenues from PC decreased in 2013, as compared to 2012, primarily as a result of lower revenues from Diablo III for the PC, which was released in May 2012, partially offset by revenues from StarCraft II: Heart of the Swarm, which was released in March 2013, and the recognition of previously deferred revenues from Call of Duty: Black Ops II. Net revenues from PC significantly increased in 2012, as compared to 2011, primarily as a result of sales of Diablo III. The increase was partially offset by the decrease in revenues from StarCraft II: Wings of Liberty, which was released in July 2010.

        Net revenues from PlayStation and Xbox increased in 2013, as compared to 2012, primarily due to strong revenues from Call of Duty: Black Ops II digital downloadable content, as compared to downloadable content packs for Call of Duty: Modern Warfare 3, and stronger catalog sales of Call of Duty: Black Ops II, as compared to catalog sales of Call of Duty: Modern Warfare 3. The increase was partially offset by lower revenues from our value business, due to its more focused slate of titles and lower revenues from sales of Call of Duty: Ghosts, as compared to revenues from sales of Call of Duty: Black Ops II in 2012. Net revenues from PlayStation and Xbox decreased in 2012, as compared to 2011, primarily due to lower revenues from Call of Duty downloadable content packs and catalog sales, partially offset by sales from the Skylanders franchise.

        Net revenues from Nintendo Wii and Wii U decreased in 2013, as compared to 2012, primarily due to lower sales from our Skylanders franchise and fewer title releases on the Wii and Wii U platforms. Net revenues from Nintendo Wii and Wii U decreased in 2012, as compared to 2011, primarily due to overall weaker catalog sales and fewer comparable releases, partially offset by additional revenues from titles associated with the launch of the Wii U.

        Net revenues from other decreased in 2013, as compared to 2012, primarily due to lower revenues from handheld titles and from sales of standalone toys and accessories from the Skylanders franchise. Net revenues from other significantly increased in 2012, as compared to 2011, primarily as a result of the sale of standalone toys and accessories from the Skylanders franchise (both from the launch of Skylanders Giants in the fourth quarter of 2012 and Skylanders Spyro's Adventure, which was launched in the fourth quarter of 2011).

        Deferred revenues recognized for online subscriptions increased in 2013, as compared to 2012, primarily due to recognition of previously deferred revenues from World of Warcraft: Mists of Pandaria, which was released in September 2012, and lower revenues deferred from the World of Warcraft franchise. Deferred revenues recognized for online subscriptions decreased in 2012 as compared to 2011, primarily due to revenues deferred from World of Warcraft: Mists of Pandaria, which was released in September 2012, and lower revenues recognized from World of Warcraft: Cataclysm, which was released in December 2010, and was partially offset by additional revenues recognized from Call of Duty Elite memberships in 2012.

63


Table of Contents

        The increase in deferred revenues recognized for PC in 2013, as compared to 2012, was primarily related to the recognition of previously deferred revenues from Diablo III for the PC, partially offset by revenues deferred from Call of Duty: Ghosts, which was released in 2013, and Hearthstone: Heroes of Warcraft, which was released as a closed beta version in 2013. The decrease in deferred revenues recognized for PC in 2012, as compared to 2011, was primarily related to revenues deferred from the successful launch of Diablo III in May 2012 and a decrease in revenues recognized from catalog sales of StarCraft II: Wings of Liberty, which was released in July 2010.

        The increase in deferred revenues recognized for PlayStation and Xbox in 2013, as compared to 2012, was primarily due to higher recognition of previously deferred revenues from Call of Duty: Black Ops II, as compared to revenues deferred for Call of Duty: Ghosts, and from higher revenues recognized from Call of Duty: Black Ops II digital downloadable content, as compared to Call of Duty: Modern Warfare 3 downloadable content packs. The increase in deferred revenues recognized for Xbox in 2012 as compared to 2011 was primarily due to less revenues deferred from Call of Duty: Black Ops II.

        The decreases in deferred revenues recognized for Wii and Wii U in 2012, as compared to 2011, primarily relate to overall weaker catalog sales and fewer comparable releases, and were partially offset by additional deferred revenues recognized for Wii U titles.

Costs and Expenses

Cost of Sales

        The following tables detail the components of cost of sales in dollars and as a percentage of total consolidated net revenues for the years ended December 31, 2013, 2012, and 2011 (amounts in millions):

 
  Year Ended
December 31,
2013
  % of
consolidated
net revs.
  Year Ended
December 31,
2012
  % of
consolidated
net revs.
  Year Ended
December 31,
2011
  % of
consolidated
net revs.
  Increase
(Decrease)
2013 v
2012
  Increase
(Decrease)
2012 v
2011
 

Product costs

  $ 1,053     23 % $ 1,116     23 % $ 1,134     24 % $ (63 ) $ (18 )

Online subscriptions

    204     4     263     5     255     5     (59 )   8  

Software royalties and amortization

    187     4     194     4     218     5     (7 )   (24 )

Intellectual property licenses

    87     2     89     2     165     3     (2 )   (76 )

        Total cost of sales of $1,531 million decreased in 2013, as compared to total cost of sales of $1,662 million in 2012, primarily due to lower revenues in 2013. Cost of sales—product costs decreased primarily due to lower retail and physical product sales, partially offset by increased product costs from our Distribution segment. Cost of sales—online subscriptions decreased primarily due to lower online subscription revenues and cost reduction efforts in 2012 that benefited the current period.

        Total cost of sales of $1,662 million decreased in 2012, as compared to total cost of sales of $1,772 million in 2011, primarily due to a decrease in intellectual property license costs and a decrease in amortization of capitalized software development as we had fewer titles released during 2012, a decrease in amortization of intangible assets due to decreasing intangible assets balances year-over-year, and lower product costs from our Distribution segment due to lower revenues. These decreases in cost of sales were partially offset by higher product costs from our Activision and Blizzard segments due to higher revenues.

64


Table of Contents

Product Development (amounts in millions)

 
  Year Ended
December 31,
2013
  % of
consolidated
net revs.
  Year Ended
December 31,
2012
  % of
consolidated
net revs.
  Year Ended
December 31,
2011
  % of
consolidated
net revs.
  Increase
(Decrease)
2013 v
2012
  Increase
(Decrease)
2012 v
2011
 

Product development

  $ 584     13 % $ 604     12 % $ 629     13 % $ (20 ) $ (25 )

        For 2013, product development costs decreased, as compared to 2012, principally due to lower studio-related bonuses based on our 2013 financial performance, and lower external development costs, as our value business released fewer titles due to its more focused slate, partially offset by lower capitalization in 2013 of our overall product development costs related to future titles and the timing at which these titles reached technical feasibility.

        For 2012, product development costs decreased, as compared to 2011, principally due to higher capitalization in 2012 of our overall product development costs related to future titles and the timing at which these titles reached technical feasibility and lower stock option expenses. Additionally, product development costs in 2011 included larger amounts written off due to the cancellation of games under development, than in 2012. The decrease was partially offset by higher studio-related bonuses based on our 2012 financial performance.

Sales and Marketing (amounts in millions)

 
  Year Ended
December 31,
2013
  % of
consolidated
net revs.
  Year Ended
December 31,
2012
  % of
consolidated
net revs.
  Year Ended
December 31,
2011
  % of
consolidated
net revs.
  Increase
(Decrease)
2013 v
2012
  Increase
(Decrease)
2012 v
2011
 

Sales and marketing

  $ 606     13 % $ 578     12 % $ 545     11 % $ 28   $ 33  

        Sales and marketing expenses increased in 2013, as compared to 2012, primarily due to increased spending on sales and marketing activities to support the Call of Duty and Skylanders franchises, offset by lower media spending by our value business due to its more focused slate of titles and by our Blizzard segment, due to higher spending in 2012 to support the launches of Diablo III and World of Warcraft: Mists of Pandaria. The increase in sales and marketing expenses was also due to our marketing investments related to Destiny.

        Sales and marketing expenses increased in 2012, as compared to 2011, primarily due to increased spending on sales and marketing activities to support the launches of Diablo III and World of Warcraft: Mists of Pandaria, as well as continued investments in our Skylanders franchise.

General and Administrative (amounts in millions)

 
  Year Ended
December 31,
2013
  % of
consolidated
net revs.
  Year Ended
December 31,
2012
  % of
consolidated
net revs.
  Year Ended
December 31,
2011
  % of
consolidated
net revs.
  Increase
(Decrease)
2013 v
2012
  Increase
(Decrease)
2012 v
2011
 

General and administrative

  $ 490     11 % $ 561     12 % $ 456     10 % $ (71 ) $ 105  

        General and administrative expenses decreased in 2013, as compared to 2012, primarily due to lower legal expenses (including legal-related accruals, settlements and fees), lower stock-based compensation expenses and lower bonus accruals, partially offset by the incurrence of bankers' and professional fees related to the Purchase Transaction and related debt financings.

        General and administrative expenses increased in 2012, as compared to 2011, primarily due to higher legal-related expenses (including legal-related accruals, settlements and fees), stock-based compensation expenses and additional accrued bonuses reflecting our strong 2012 financial performance.

65


Table of Contents

Restructuring (amounts in millions)

 
  Year Ended
December 31,
2013
  % of
consolidated
net revs.
  Year Ended
December 31,
2012
  % of
consolidated
net revs.
  Year Ended
December 31,
2011
  % of
consolidated
net revs.
  Increase
(Decrease)
2013 v
2012
  Increase
(Decrease)
2012 v
2011
 

Restructuring

  $     % $     % $ 25     1 % $   $ (25 )

        There were no material restructuring expenses for the years ended December 31, 2013 and 2012.

        On February 3, 2011, the Company's Board of Directors authorized the 2011 Restructuring. The 2011 Restructuring focused on the development and publication of a reduced slate of titles on a going-forward basis, including the discontinuation of the development of music-based games, the closure of the related business unit and the cancellation of other titles then in production, along with a related reduction in studio headcount and corporate overhead. The costs related to the 2011 Restructuring activities included severance costs, facility exit costs, and exit costs from the cancellation of projects. The 2011 Restructuring was completed as of December 31, 2011, and we do not expect to incur additional restructuring expenses relating thereto. See Note 16 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for more detail and a roll forward of the restructuring liability that includes the beginning and ending liability, costs incurred, cash payments and non-cash write downs.

Interest and Other Investment Income (Expense), Net (amounts in millions)

 
  Year Ended
December 31,
2013
  % of
consolidated
net revs.
  Year Ended
December 31,
2012
  % of
consolidated
net revs.
  Year Ended
December 31,
2011
  % of
consolidated
net revs.
  Increase
(Decrease)
2013 v
2012
  Increase
(Decrease)
2012 v
2011
 

Interest and other investment income (expense), net

  $ (53 )   (1 )% $ 7     % $ 3     % $ (60 ) $ 4  

        Interest and other investment income (expense), net, was ($53) million in 2013, as compared to $7 million in 2012, due to interest expense incurred from the Notes and the Term Loan, which were entered into in October 2013. Interest expense for 2013 reflects the interest from the period in which the Notes and the Term Loan were issued and drawn, respectively, to the end of the year. In 2014, our interest expense is expected to be higher as the Notes and the Term Loan will be outstanding for the entire year as compared to a shorter period in 2013.

        Interest and other investment income (expense), net, increased in 2012, as compared to 2011. The increase was primarily due to the net realized gain on our foreign exchange contracts of $2 million in 2012 as compared to a ($7) million loss in 2011. However, during 2012, we experienced lower yields on our investments, which partially offset the increase.

Income Tax Expense (Benefit) (amounts in millions)

 
  Year Ended
December 31,
2013
  % of
Pretax
income
  Year Ended
December 31,
2012
  % of
Pretax
income
  Year Ended
December 31,
2011
  % of
Pretax
income
  Increase
(Decrease)
2013 v
2012
  Increase
(Decrease)
2012 v
2011
 

Income tax expense

  $ 309     23.4 % $ 309     21.2 % $ 246     18.5 % $   $ 63  

        For 2013, the Company's income before income tax expense was $1.32 billion. Our income tax expense of $309 million resulted in an effective tax rate of 23.4%. The difference between our effective tax rate and the U.S. statutory tax rate of 35% is due to earnings taxed at relatively lower rates in foreign jurisdictions, recognition of federal and California research and development ("R&D") credits,

66


Table of Contents

recognition of the retroactive reinstatement of the federal R&D tax credit described below, and the federal domestic production deduction.

        On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law by the President of the United States. Under the provisions of the American Taxpayer Relief Act of 2012, the R&D tax credit that had expired December 31, 2011, was reinstated retroactively to January 1, 2012, and expired on December 31, 2013. The Company recorded the impact of the extension of the R&D tax credit related to the tax year ended December 31, 2012, as a discrete item the first quarter of 2013. The impact of the extension of the R&D tax credit resulted in a net tax benefit of approximately $12 million related to the tax year ended December 31, 2012.

        For 2012, the Company's income before income tax expense was $1.46 billion. Our income tax expense of $309 million resulted in an effective tax rate of 21.2%. The difference between our effective tax rate and the U.S. statutory tax rate of 35% is due to earnings taxed at relatively lower rates in foreign jurisdictions, recognition of California R&D credits, the federal domestic production deduction, and a tax benefit resulting from a federal income tax audit settlement allocated to us by a subsidiary of Vivendi, as further discussed below.

        In 2013 and 2012, our U.S. income before income tax expense was $626 million and $668 million, respectively, and comprised 47% and 46%, respectively, of our consolidated income before income tax expense. In 2013 and 2012, the foreign income before income tax expense was $693 million and $790 million, respectively, and comprised 53% and 54%, respectively, of our consolidated income before income tax expense. In 2013 and 2012, earnings taxed at lower rates in foreign jurisdictions, as compared to domestic earnings taxed at the U.S. federal statutory tax rate, lowered our effective tax rate by 13% and 17%, respectively.

        In connection with the Purchase Transaction, we assumed certain tax attributes of New VH, which generally consist of New VH's net operating loss ("NOL") carryforwards of approximately $676 million, which represent a potential future tax benefit of approximately $237 million. The utilization of such NOL carryforwards will be subject to certain annual limitations and will begin to expire in 2021. The Company also obtained indemnification from Vivendi against losses attributable to the disallowance of claimed utilization of such NOL carryforwards of up to $200 million in unrealized tax benefits in the aggregate, limited to taxable years ending on or prior to December 31, 2016. No benefit for these tax attributes or indemnification was recorded upon the close of the Purchase Transaction, as the benefit from these tax attributes did not meet the "more-likely-than-not" standard. As of December 31, 2013, we utilized $45 million of the NOL, which resulted in a benefit of $16 million, and a corresponding reserve was established as the position did not meet the "more-likely-than-not" standard. An indemnification asset of $16 million has been recorded in "Other Assets", and correspondingly, the same amount has been recorded as a reduction to the consideration paid for the shares repurchased in "Treasury Stock".

        As previously disclosed, on July 9, 2008, the Business Combination occurred among Vivendi, the Company and certain of their respective subsidiaries pursuant to which Vivendi Games, then a member of the consolidated U.S. tax group of Vivendi's subsidiary, Vivendi Holdings I Corp. ("VHI"), became a subsidiary of the Company. As a result of the business combination, the favorable tax attributes of Vivendi Games carried forward to the Company. In late August 2012, VHI settled a federal income tax audit with the Internal Revenue Service ("IRS") for the tax years ended December 31, 2002, 2003, and 2004. In connection with the settlement agreement, VHI's consolidated federal net operating loss carryovers were adjusted and allocated to various companies that were part of its consolidated group during the relevant periods. This allocation resulted in a $132 million federal net operating loss allocation to Vivendi Games. In September 2012, the Company filed an amended tax return for its December 31, 2008 tax year to utilize these additional federal net operating losses allocated as a result of the aforementioned settlement, resulting in the recording of a one-time tax benefit of $46 million.

67


Table of Contents

Prior to the settlement, and given the uncertainty of the VHI audit, the Company had insufficient information to allow it to record or disclose any information related to the audit until the quarter ended September 30, 2012, as disclosed in the Company's Form 10-Q for that period.

        Vivendi Games results for the period January 1, 2008 through July 9, 2008 are included in the consolidated federal and certain foreign state and local income tax returns filed by Vivendi or its affiliates while Vivendi Games results for the period July 10, 2008 through December 31, 2008 are included in the consolidated federal and certain foreign, state and local income tax returns filed by Activision Blizzard. Vivendi Games tax years 2005 through 2010 remain open to examination by the major taxing authorities. The IRS is currently examining Vivendi Games tax returns for the 2005 through 2008 tax years.

        Activision Blizzard's tax years 2008 through 2012 remain open to examination by the major taxing jurisdictions to which we are subject. The IRS is currently examining the Company's federal tax returns for the 2008 and 2009 tax years. The Company also has several state and non-U.S. audits pending.

        Although the final resolution of the Company's global tax disputes is uncertain, based on current information, in the opinion of our management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, an unfavorable resolution of the Company's global tax disputes could have a material adverse effect on our business and results of operations in the period in which the matters are ultimately resolved.

        The overall effective income tax rate in future periods will depend on a variety of factors, such as changes in the mix of income by tax jurisdiction, applicable accounting rules, applicable tax laws and regulations, and rulings and interpretations thereof, developments in tax audits and other matters, and variations in the estimated and actual level of annual pre-tax income or loss. Further, the effective tax rate could fluctuate significantly on a quarterly basis and could be adversely affected by the extent that income (loss) before income tax expenses (benefit) is lower than anticipated in foreign regions where taxes are levied at relatively lower statutory rates and/or higher than anticipated in the United States where taxes are levied at relatively higher statutory rates.

        A more detailed analysis of the differences between the U.S. federal statutory rate and the consolidated effective tax rate, as well as other information about our income taxes, is provided in Note 18 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

Foreign Exchange Impact

        Changes in foreign exchange rates had a positive impact of $20 million and a negative impact of $67 million on Activision Blizzard's consolidated operating income in 2013 and 2012, respectively. The change is primarily due to changes in the value of the U.S. dollar relative to the Euro and British pound and its impact on our foreign operating income.

68


Table of Contents

Liquidity and Capital Resources

Sources of Liquidity (amounts in millions)

 
  For the Years Ended December 31,  
 
  2013   2012   Increase
(Decrease)
2013 v 2012
 

Cash and cash equivalents

  $ 4,410   $ 3,959   $ 451  

Short-term investments

    33     416     (383 )
               

  $ 4,443   $ 4,375   $ 68  
               
               

Percentage of total assets

    32 %   31 %      

 

 
  For the Years Ended December 31,  
 
  2013   2012   2011   Increase
(Decrease)
2013 v 2012
  Increase
(Decrease)
2012 v 2011
 

Cash flows provided by operating activities

  $ 1,264   $ 1,345   $ 952   $ (81 ) $ 393  

Cash flows provided by (used in) investing activities

    308     (124 )   266     432     (390 )

Cash flows used in financing activities

   
(1,223

)
 
(497

)
 
(808

)
 
(726

)
 
311
 

Effect of foreign exchange rate changes

    102     70     (57 )   32     127  
                       

Net increase (decrease) in cash and cash equivalents

  $ 451   $ 794   $ 353   $ (343 ) $ 441  
                       
                       

Cash Flows Provided by Operating Activities

        The primary drivers of cash flows provided by operating activities typically include the collection of customer receivables generated by the sale of our products and digital and subscription revenues, partially offset by payments to vendors for the manufacturing, distribution and marketing of our products, payments for customer service support for our subscribers, payments to third-party developers and intellectual property holders, payments for software development, payments for tax liabilities, and payments to our workforce.

        Cash flows provided by operating activities were lower for 2013, as compared to 2012, primarily due to lower net income and its impact on changes in our working capital accounts. Cash flows provided by operating activities were higher for 2012, as compared to 2011, primarily due to higher net income for the period and changes in our working capital accounts.

Cash Flows Provided by (Used in) Investing Activities

        The primary drivers of cash flows provided by (used in) investing activities typically include the net effect of purchases and sales/maturities of short-term investments, capital expenditures, and changes in restricted cash balances.

        Cash flows provided by investing activities were higher for 2013, as compared to 2012, primarily due to lower purchases of short-term investments. In 2013, proceeds from the maturity of investments were $304 million, the majority of which consisted of U.S. treasury and other government agency securities, and proceeds from sales of available-for-sale investments were $98 million, while purchases of short-term investments totaled $26 million. Further, capital expenditures, primarily related to property and equipment, were $74 million.

        Cash flows provided by investing activities were lower for 2012 as compared to 2011, primarily due to decreased proceeds from the maturity of investments, partially offset by higher purchases of short-term investments. In 2012, proceeds from the maturity of investments were $444 million, the

69


Table of Contents

majority of which consisted of U.S. treasury and other government agency securities, while the purchase of short-term investments totaled $503 million. Further, capital expenditures, primarily related to property and equipment, were $73 million.

Cash Flows Used in Financing Activities

        The primary drivers of cash flows used in financing activities typically include the proceeds from, and repayments of, our long-term debt, transactions involving our common stock, such as the issuance of shares of common stock to employees, the repurchase of our common stock, and the payment of dividends.

        Cash flows used in financing activities were higher for 2013, as compared to 2012, primarily due to our repurchase of common stock from Vivendi in October 2013. As previously discussed, on October 11, 2013, we repurchased approximately 429 million shares of our common stock from Vivendi, pursuant to the Stock Purchase Agreement we entered into on July 25, 2013 with Vivendi and ASAC, an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of New VH, a Delaware corporation and wholly-owned subsidiary of Vivendi, which was the direct owner of approximately 429 million shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the transaction. The Purchase Transaction was funded with a combination of $1.2 billion of cash on hand, the net proceeds from the $2.5 billion Term Loan, maturing in October 2020, and the net proceeds from the issuance of $1.5 billion of the 2021 Notes and $750 million of the 2023 Notes. Refer to Note 12 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, and below in Other Liquidity and Capital Resources for additional information.

        Additionally, cash flows used in financing activities for the year ended December 31, 2013 included an aggregate cash payment of our annual dividend of $216 million to holders of our common stock and restricted stock units, $59 million for financing costs related to the debt transactions for the Purchase Transaction, $49 million for taxes paid relating to the vesting of employees' restricted stock rights, and $6 million for a repayment of the principal on the Term Loan. Cash flows provided by financing activities for the year ended December 31, 2013 reflected proceeds from the issuance of long-term debt of $4.75 billion and proceeds from the issuance of shares of our common stock to employees in connection with stock option exercises of $158 million.

        Cash flows used in financing activities were lower for 2012, as compared to 2011, primarily due to decreased share repurchase activities. Cash flows used in financing activities for the year ended December 31, 2012 primarily reflected an aggregate cash payment of our annual dividend of $204 million to holders of our common stock and restricted stock units. In addition, cash flows used in financing activities for the year ended December 31, 2012 reflect the repurchase of $315 million of our common stock under the Board-authorized stock repurchase programs and the payment of $16 million in taxes relating to the vesting of employees' restricted stock rights. The repurchases and dividend payments were partially offset by $33 million of proceeds from the issuance of shares of our common stock to employees in connection with stock option exercises.

Other Liquidity and Capital Resources

        Our primary sources of liquidity are typically cash and cash equivalents, investments, and cash flows provided by operating activities. In addition, as described below, we have availability of $250 million, subject to certain restrictions, under a secured revolving credit facility. With our cash and cash equivalents and short-term investments of $4.4 billion at December 31, 2013, and expected cash flows provided by operating activities, we believe that we have sufficient liquidity to meet daily

70


Table of Contents

operations in the foreseeable future. We also believe that we have sufficient working capital ($3.8 billion at December 31, 2013) to finance our operational and financing requirements for at least the next twelve months, including: purchases of inventory and equipment; the development, production, marketing and sale of new products; provision of customer service for our subscribers; acquisition of intellectual property rights for future products from third parties; funding of dividends; and payments related to debt obligations.

        As of December 31, 2013, the amount of cash and cash equivalents held outside of the U.S. by our foreign subsidiaries was $3.3 billion, as compared to $2.6 billion as of December 31, 2012. If these funds are needed in the future for our operations in the U.S., we would accrue and pay the required U.S. taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

        On September 19, 2013, we issued, at par, $1.5 billion of the 2021 Notes and $750 million of the 2023 Notes. Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2014.

        We may redeem the 2021 Notes on or after September 15, 2016 and the 2023 Notes on or after September 15, 2018, in whole or in part on any one or more occasions, at specified redemption prices, plus accrued and unpaid interest. At any time prior to September 15, 2016, with respect to the 2021 Notes, and at any time prior to September 15, 2018, with respect to the 2023 Notes, we may also redeem some or all of the Notes by paying a "make-whole premium", plus accrued and unpaid interest. In addition, upon the occurrence of one or more qualified equity offerings, we may also redeem up to 35% of the aggregate principal amount of each of the 2021 Notes and 2023 Notes outstanding with the net cash proceeds from such offerings. The Notes are repayable, in whole or in part and at the option of the holders, upon the occurrence of a change in control and a ratings downgrade, at a purchase price equal to 101% of principal, plus accrued and unpaid interest.

        On October 11, 2013, we repurchased approximately 429 million shares of our common stock from Vivendi in exchange for $5.83 billion in cash, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the Purchase Transaction. We funded the Purchase Transaction with a combination of $1.2 billion of cash on hand, $2.5 billion from the Term Loan and $2.25 billion from the Notes, each as described above. Immediately following the completion of the Purchase Transaction, ASAC purchased from Vivendi 172 million shares of the Company's common stock for $2.34 billion in cash in the Private Sale.

        In connection and simultaneously with the Purchase Transaction, we entered into a credit agreement (the "Credit Agreement") on October 11, 2013 for the $2.5 billion Term Loan, maturing in October 2020, and a $250 million secured revolving credit facility (the "Revolver" and, together with the Term Loan, the "Credit Facilities"), maturing in October 2018. A portion of the Revolver can be used to issue letters of credit of up to $50 million, subject to the availability of the Revolver. The proceeds of the Term Loan were used to fund the Purchase Transaction and related fees and expenses, and, to date, we have not drawn on the Revolver.

        Borrowings under the Term Loan and Revolver bear interest at an annual rate equal to an applicable margin plus, at our option, (A) a base rate determined by reference to the highest of (a) the interest rate in effect determined by the administrative agent as its "prime rate," (b) the federal funds rate plus 0.5%, and (c) the London InterBank Offered Rate ("LIBOR") rate for an interest period of one month plus 1.00%, or (B) LIBOR. LIBOR borrowings under the Term Loan will be subject to a LIBOR floor of 0.75%. At December 31, 2013, the Credit Facilities bore interest at 3.25%. In certain circumstances, our interest rate under the Credit Facilities would increase.

71


Table of Contents

        In addition to paying interest on outstanding principal balances under the Credit Facilities, we are required to pay the lenders a commitment fee on unused commitments under the Revolver. We are also required to pay customary letter of credit fees and agency fees.

        We are required to make quarterly principal repayments of 0.25% of the Term Loan's original principal amount, with the balance due on the maturity date. Amounts borrowed under the Term Loan and repaid may not be re-borrowed.

        On January 29, 2014, the Board of Directors authorized a $375 million repayment of our Term Loan. Accordingly, we made this repayment on February 11, 2014. The repayment reduces the Term Loan's outstanding principal balance from $2.494 billion to $2.119 billion and is expected to reduce our contractual interest payments by approximately $10 million annually, based on the interest rate of 3.25% at December 31, 2013. The repayment also satisfies the required quarterly principal repayments (which total $25 million annually) through the maturity of the Term Loan.

        Agreements governing our indebtedness, including the indenture governing the Notes and the Credit Agreement impose operating and financial restrictions on our activities under certain conditions. These restrictions require us to comply with or maintain certain financial tests and ratios. In addition, the indenture and the Credit Agreement limit or prohibit our ability to, among other things: incur additional debt or make additional guarantees; pay distributions or dividends and repurchase stock; make other restricted payments, including without limitation, certain restricted investments; create liens; enter into agreements that restrict dividends from subsidiaries; engage in transactions with affiliates; and enter into mergers, consolidations or sales of substantially all of our assets.

        In addition, if, in the future, we borrow under the Revolver, as described in Note 12 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, we may be required, during certain periods where outstanding revolving loans exceed a certain threshold, to maintain a maximum senior secured net leverage ratio calculated pursuant to a financial maintenance covenant under the Credit Agreement.

        As of December 31, 2013, (i) we had 704 million shares of our common stock issued and outstanding, approximately 64% of which was held by the public, (ii) Vivendi held 83 million shares, or approximately 12% of the outstanding shares of our common stock, and (iii) ASAC held 172 million shares, or approximately 24% of the outstanding shares of our common stock.

        Based on cash and short-term investments of $4.44 billion, and outstanding debts of $4.74 billion of debt at December 31, 2013, the Company's net debt was $0.3 billion, where net debt is calculated as the total debt, less cash and short-term investments.

        On February 6, 2014, our Board of Directors declared a cash dividend of $0.20 per common share, payable on May 14, 2014, to shareholders of record at the close of business on March 19, 2014.

Capital Expenditures

        We made capital expenditures of $74 million in 2013, as compared to $73 million in 2012. In 2014, we anticipate total capital expenditures of approximately $100 million. Capital expenditures are expected to be primarily for computer hardware and software purchases.

Commitments

        In the normal course of business, we enter into contractual arrangements with third-parties for non-cancelable operating lease agreements for our offices, for the development of products, and for the rights to intellectual property. Under these agreements, we commit to provide specified payments to a lessor, developer or intellectual property holder, as the case may be, based upon contractual arrangements. The payments to third-party developers are generally conditioned upon the achievement

72


Table of Contents

by the developers of contractually specified development milestones. Further, these payments to third-party developers and intellectual property holders typically are deemed to be advances and are recoupable against future royalties earned by the developer or intellectual property holder based on the sale of the related game. Additionally, in connection with certain intellectual property rights acquisitions and development agreements, we commit to spend specified amounts for marketing support for the related game(s) which is to be developed or in which the intellectual property will be utilized. Assuming all contractual provisions are met, the total future minimum commitments for these and other contractual arrangements in place at December 31, 2013 are scheduled to be paid as follows (amounts in millions):

 
  Contractual Obligations(1)  
 
  Facility and
equipment leases
  Developer
and IP
  Marketing   Debt and
Interest(2)
  Total  

For the Year Ending December 31,

                               

2014

  $ 34   $ 145   $ 74   $ 238   $ 491  

2015

    31     16     8     238     293  

2016

    27     2     1     238     268  

2017

    26     2     1     237     266  

2018

    25             236     261  

Thereafter

    46     2         5,246     5,294  
                       

Total

  $ 189   $ 167   $ 84   $ 6,433   $ 6,873  
                       
                       

(1)
We have omitted uncertain income tax liabilities from this table due to the inherent uncertainty regarding the timing of potential issue resolution. Specifically, either the underlying positions have not been fully developed enough under audit to quantify at this time or the years relating to the issues for certain jurisdictions are not currently under audit. At December 31, 2013, we had $294 million of unrecognized tax benefits, of which $271 million was included in "Other Liabilities" and $23 million was included in "Accrued Expenses and Other Liabilities" in the consolidated balance sheet.

(2)
Debt and interest represent our obligations related to the contractual principal repayments and interest payments under the Term Loan and the Notes as of December 31, 2013. There was no outstanding balance under our Revolver as of December 31, 2013. The Notes are subject to fixed interest rates and we have calculated the interest obligation based on the applicable rates and payment dates for the Notes. The Term Loan bears a variable interest rate and interest is payable on a quarterly basis, along with required quarterly principal repayments of 0.25% of the original principal amount. We have calculated the expected interest obligation based on the outstanding principal balance and interest rate applicable at December 31, 2013. Refer to Note 12 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information on our debt obligations. On February 11, 2014, we made a voluntary repayment of $375 million to the Term Loan. The repayment satisfies the required quarterly principal repayment. The contractual principal repayments of our debt, as shown in table above, are reduced by $25 million for each of the years ended December 31, 2014 through 2018 and by $250 million thereafter. Further, the repayment is expected to reduce contractual interest payments by approximately $10 million annually for each of the years ended December 31, 2014 through 2018 and by approximately $14 million thereafter based on the interest rate of 3.25% at December 31, 2013.

73


Table of Contents

Off-balance Sheet Arrangements

        At December 31, 2013 and December 31, 2012, Activision Blizzard had no significant relationships with unconsolidated entities or financial parties, often referred to as "structured finance" or "special purpose" entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, that have or are reasonably likely to have a material future effect on our financial condition, changes in financial condition, revenues or expenses, results of operation, liquidity, capital expenditures, or capital resources.

Financial Disclosure

        We maintain internal control over financial reporting, which generally includes those controls relating to the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). We also are focused on our "disclosure controls and procedures," which as defined by the Securities and Exchange Commission (the "SEC"), are generally those controls and procedures designed to ensure that financial and non-financial information required to be disclosed in our reports filed with the SEC is reported within the time periods specified in the SEC's rules and forms, and that such information is communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

        Our Disclosure Committee, which operates under the Board-approved Disclosure Committee Charter and Disclosure Controls & Procedures Policy, includes senior management representatives and assists executive management in its oversight of the accuracy and timeliness of our disclosures, as well as in implementing and evaluating our overall disclosure process. As part of our disclosure process, senior finance and operational representatives from all of our corporate divisions and business units prepare quarterly reports regarding their current-quarter operational performance, future trends, subsequent events, internal controls, changes in internal controls and other accounting and disclosure relevant information. These quarterly reports are reviewed by certain key corporate finance executives. These corporate finance representatives also conduct quarterly interviews on a rotating basis with the preparers of selected quarterly reports. The results of the quarterly reports and related interviews are reviewed by the Disclosure Committee. Finance representatives also conduct interviews with our senior management team, our legal counsel and other appropriate personnel involved in the disclosure process, as appropriate. Additionally, senior finance and operational representatives provide internal certifications regarding the accuracy of information they provide that is utilized in the preparation of our periodic public reports filed with the SEC. Financial results and other financial information also are reviewed with the Audit Committee of the Board of Directors on a quarterly basis. As required by applicable regulatory requirements, the principal executive and financial officers review and make various certifications regarding the accuracy of our periodic public reports filed with the SEC, our disclosure controls and procedures, and our internal control over financial reporting. With the assistance of the Disclosure Committee, we will continue to assess and monitor, and make refinements to, our disclosure controls and procedures, and our internal control over financial reporting.

Critical Accounting Policies and Estimates

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. The impact and any associated risks related to these policies on our business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. The estimates and assumptions discussed below are considered by management to be critical because they are both important to the portrayal of

74


Table of Contents

our financial condition and results of operations and because their application places the most significant demands on management's judgment, with financial reporting results relying on estimates and assumptions about the effect of matters that are inherently uncertain. Specific risks for these critical accounting estimates and assumptions are described in the following paragraphs.

Revenue Recognition including Revenue Arrangements with Multiple Deliverables

        Certain of our revenue arrangements have multiple deliverables, which we account for in accordance with Accounting Standards Topic ("ASC") Topic 605 and Accounting Standards Update ("ASU") 2009-13. These revenue arrangements include product sales consisting of both software and hardware deliverables (such as peripherals or other ancillary collectors' items sold together with physical "boxed" software) and our sales of World of Warcraft boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes.

        Under ASC Topic 605 and ASU 2009-13, when a revenue arrangement contains multiple elements, such as hardware and software products, licenses and/or services, we allocate revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific-objective-evidence ("VSOE") if it is available, third-party evidence ("TPE") if VSOE is not available, or best estimated selling price ("BESP") if neither VSOE nor TPE is available. In multiple element arrangements where more-than-incidental software deliverables are included, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is then allocated to each software deliverable using the guidance for recognizing software revenue.

        As noted above, when neither VSOE nor TPE is available for a deliverable, we use BESP. We do not have significant revenue arrangements that require BESP for the years ended December 31, 2013, 2012 and 2011. The inputs we use to determine the selling price of our significant deliverables include the actual price charged by the Company for a deliverable that the Company sells separately, which represents the VSOE, and the wholesale prices of the same or similar products, which represents TPE. The adoption of ASU 2009-13 on January 1, 2011 has not had a material impact on our financial statements. The pattern and timing of revenue recognition for deliverables and allocation of the arrangement consideration did not change upon the adoption of ASU 2009-13.

        Overall, we recognize revenues from the sale of our products upon the transfer of title and risk of loss to our customers and once any performance obligations have been completed. Certain products are sold to customers with a "street date" (which is the earliest date these products may be sold by retailers). For these products, we recognize revenues on the later of the street date or the date the product is sold to the customer. Revenues from product sales are recognized after deducting the estimated allowance for returns and price protection.

        For our software products with online functionality, we evaluate whether that feature or functionality is a more-than-inconsequential separate deliverable, in addition to the software product. This evaluation is performed for each software product and digital download of a title or product add-ons (including digital downloadable content), when it is released.

        When we determine that a software title contains online functionality that constitutes a more-than-inconsequential separate service deliverable in addition to the product, which is principally because of the online functionality's importance to gameplay, we consider our performance obligation for this title to extend beyond the sale of the game. VSOE of fair value does not exist for the online functionality of some products, as we do not separately charge for this component of every title. As a result, we recognize all of the software-related revenues from the sale of any such title ratably over the

75


Table of Contents

estimated service period of the title. In addition, we initially defer the costs of sales for the title (excluding intangible asset amortization), and recognize the costs of sales as the related revenues are recognized. The costs of sales include manufacturing costs, software royalties and amortization, and intellectual property licenses.

        Determining whether the online functionality for a particular game constitutes a more-than-inconsequential deliverable, as well as the estimated service periods and product life over which to recognize the revenue and related costs of sales, is subjective and requires management's judgment.

        We recognize revenues from World of Warcraft boxed product, expansion packs and value-added services, in each case with the related subscription service revenue, ratably over the estimated service period beginning upon activation of the software and delivery of the related services. Revenues attributed to the sale of World of Warcraft boxed software and related expansion packs are classified as "Product sales," whereas revenues attributable to subscriptions and other value-added services are classified as "Subscription, licensing, and other revenues."

        For games where the online functionality is a more-than-inconsequential deliverable and games for which we have a hosted service arrangement, we determine the game's estimated service period with consideration of various data points, including the weighted average number of days between players' first and last days played online, the average total hours played and the average number of days in which player activity stabilizes. We also consider known online trends, and the service periods of our previously released games and disclosed service periods for our competitor's games that are similar in nature.

        The estimated service periods for our current games range from five months to less than one year.

        For our software products with features we consider to be incidental to the overall product offering and are inconsequential deliverables, such as products which provide limited online features at no additional cost to the consumer, we recognize the related revenue from them upon the transfer of title and risk of loss of the product to our customer.

Allowances for Returns, Price Protection, Doubtful Accounts and Inventory Obsolescence

        We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and the anticipated timing of other releases to assess future demand of current and upcoming titles. Initial volumes shipped upon title launch and subsequent reorders are evaluated with the goal of ensuring that quantities are sufficient to meet the demand from the retail markets, but at the same time are controlled to prevent excess inventory in the channel. We benchmark units to be shipped to our customers using historical and industry data.

        We may permit product returns from, or grant price protection to, our customers under certain conditions. In general, price protection refers to the circumstances in which we elect to decrease, on a short- or longer-term basis, the wholesale price of a product by a certain amount and, when granted and applicable, allow customers a credit against amounts owed by such customers to us with respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sell-through reports to us. We may also consider other factors, including the facilitation of slow-moving inventory and other market factors.

        Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price protection in any accounting period based on estimates of potential future product returns and price protection related to current period product revenues. We estimate the amount of future returns and price protection for current period product revenues

76


Table of Contents

utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer. The following factors are used to estimate the amount of future returns and price protection for a particular title: historical performance of titles in similar genres; historical performance of the hardware platform; historical performance of the franchise; console hardware life cycle; sales force and retail customer feedback; industry pricing; future pricing assumptions; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse on-hand inventory levels; the title's recent sell-through history (if available); marketing trade programs; and performance of competing titles. The relative importance of these factors varies among titles depending upon, among other items, genre, platform, seasonality, and sales strategy.

        Based upon historical experience, we believe that our estimates are reasonable. However, actual returns and price protection could vary materially from our allowance estimates due to a number of reasons including, among others, a lack of consumer acceptance of a title, the release in the same period of a similarly themed title by a competitor, or technological obsolescence due to the emergence of new hardware platforms. Material differences may result in the amount and timing of our revenues for any period if factors or market conditions change or if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection. For example, a 1% change in our December 31, 2013 allowance for sales returns, price protection and other allowances would have impacted net revenues by approximately $4 million.

        Similarly, management must make estimates as to the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer creditworthiness, current economic trends, and changes in our customers' payment terms and their economic condition, as well as whether we can obtain sufficient credit insurance. Any significant changes in any of these criteria would affect management's estimates in establishing our allowance for doubtful accounts.

        We regularly review inventory quantities on-hand and in the retail channels. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and net realizable value, based upon assumptions about future demand, which are inherently difficult to assess and dependent on market conditions. At the point of loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.

Software Development Costs and Intellectual Property Licenses

        Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products.

        We account for software development costs in accordance with ASC Subtopic 985-20, the guidance for costs of computer software to be sold, leased, or otherwise marketed. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of "Cost of sales—software royalties and amortization." Capitalized costs for products that are cancelled or are expected to be abandoned are charged to "Product development

77


Table of Contents

expense" in the period of cancellation. Amounts related to software development which are not capitalized are charged immediately to "Product development expense."

        Commencing upon a product's release, capitalized software development costs are amortized to "Cost of sales—software royalties and amortization" based on the ratio of current revenues to total projected revenues for the specific product, generally resulting in an amortization period of six months or less.

        Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology, music or other intellectual property or proprietary rights in the development of our products. Depending upon the agreement with the rights holder, we may obtain the right to use the intellectual property in multiple products over a number of years, or alternatively, for a single product. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of "Cost of sales—intellectual property licenses." Capitalized intellectual property costs for products that are cancelled or are expected to be abandoned are charged to "Product development expense" in the period of cancellation.

        Commencing upon a product's release, capitalized intellectual property license costs are amortized to "Cost of sales—intellectual property licenses" based on the ratio of current revenues for the specific product to total projected revenues for all products in which the licensed property will be utilized. As intellectual property license contracts may extend for multiple years and can be used in multiple products to be released over a period beyond one year, the amortization of capitalized intellectual property license costs relating to such contracts may extend beyond one year.

        We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future periods, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, for any sequel product, estimated performance based on the performance of the product on which the sequel is based. Further, as many of our capitalized intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property, and the rights holder's continued promotion and exploitation of the intellectual property.

        Significant management judgments and estimates are utilized in assessing the recoverability of capitalized costs. In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional costs to be incurred. If revised forecasted or actual product sales are less than the originally forecasted amounts utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge. Material differences may result in the amount and timing of expenses for any period if management makes different judgments or utilizes different estimates in evaluating these qualitative factors.

Income Taxes

        We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC Topic 740, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the

78


Table of Contents

expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of "more likely than not" that they will be realized in the future, a valuation allowance is recorded.

        Management believes it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with the tax effects of the deferred tax liabilities, will be sufficient to fully recover the remaining deferred tax assets. In the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to tax expenses in the period such determination is made. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of ASC Topic 740 and other complex tax laws. Resolution of these uncertainties in a manner inconsistent with management's expectations could have a material impact on our business and results of operations in an interim period in which the uncertainties are ultimately resolved.

        Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Although we believe our reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties.

        Our provision for income taxes is subject to volatility and could be adversely impacted by earnings being lower than anticipated in foreign regions where taxes are levied at relatively lower statutory rates and/or higher than anticipated in the United States where taxes are levied at relatively higher statutory rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of, or lapses in, the R&D tax credit laws; by tax effects of nondeductible compensation; by tax costs related to intercompany realignments; by differences between amounts included in our tax filings and the estimate of such amounts included in our tax expenses; by changes in accounting principles; or by changes in tax laws and regulations including possible U.S. changes to the taxation of earnings of our foreign subsidiaries, the deductibility of expenses attributable to foreign income, or the foreign tax credit rules. Significant judgment is required to determine the recognition and measurement attributes prescribed in the accounting guidance for uncertainty in income taxes. The accounting guidance for uncertainty in income taxes applies to all income tax positions, including the potential recovery of previously paid taxes, which if settled unfavorably could adversely impact our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service ("IRS") and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse impact on our operating results and financial condition.

Fair Value Estimates

        The preparation of financial statements in conformity with U.S. GAAP often requires us to determine the fair value of a particular item to fairly present our Consolidated Financial Statements. Without an independent market or another representative transaction, determining the fair value of a

79


Table of Contents

particular item requires us to make several assumptions that are inherently difficult to predict and can have a material impact on the conclusion of the appropriate accounting.

        There are various valuation techniques used to estimate fair value. These include (1) the market approach, where market transactions for identical or comparable assets or liabilities are used to determine the fair value, (2) the income approach, which uses valuation techniques to convert future amounts (for example, future cash flows or future earnings) to a single present amount, and (3) the cost approach, which is based on the amount that would be required to replace an asset. For many of our fair value estimates, including our estimates of the fair value of acquired intangible assets, we use the income approach. Using the income approach requires the use of financial models, which require us to make various estimates including, but not limited to (1) the potential future cash flows for the asset, liability or equity instrument being measured, (2) the timing of receipt or payment of those future cash flows, (3) the time value of money associated with the delayed receipt or payment of such cash flows, and (4) the inherent risk associated with the cash flows (that is, the risk premium). Determining these cash flow estimates is inherently difficult and subjective, and, if any of the estimates used to determine the fair value using the income approach turns out to be inaccurate, our financial results may be negatively impacted. Furthermore, relatively small changes in many of these estimates can have a significant impact on the estimated fair value resulting from the financial models or the related accounting conclusion reached. For example, a relatively small change in the estimated fair value of an asset may change a conclusion as to whether an asset is impaired. While we are required to make certain fair value assessments associated with the accounting for several types of transactions, the following areas are the most sensitive to the assessments:

        Business Combinations.    We must estimate the fair value of assets acquired and liabilities assumed in a business combination. Our assessment of the estimated fair value of each of these can have a material effect on our reported results as intangible assets are amortized over various lives. Furthermore, a change in the estimated fair value of an asset or liability often has a direct impact on the amount to recognize as goodwill, which is an asset that is not amortized. Often determining the fair value of these assets and liabilities assumed requires an assessment of the expected use of the asset, the expected cost to extinguish the liability or our expectations related to the timing and the successful completion of development of an acquired in-process technology. Such estimates are inherently difficult and subjective and can have a material impact on our financial statements.

        Assessment of Impairment of Assets.    Management evaluates the recoverability of our identifiable intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. We considered certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in our business strategy. In determining whether an impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If an impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We did not record an impairment charge to our definite-lived intangible assets as of December 31, 2013, 2012 and 2011.

        FASB literature related to the accounting for goodwill and other intangibles within ASC Topic 350 provides companies an option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value before performing a two-step approach to testing goodwill for impairment for each reporting unit. Our reporting units are determined by the components of our operating segments that constitute a business for which both

80


Table of Contents

(1) discrete financial information is available and (2) segment management regularly reviews the operating results of that component. ASC Topic 350 requires that the impairment test be performed at least annually by applying a fair-value-based test. The qualitative assessment is optional. The first step measures for impairment by applying fair-value-based tests at the reporting unit level. The second step (if necessary) measures the amount of impairment by applying fair-value-based tests to the individual assets and liabilities within each reporting unit.

        To determine the fair values of the reporting units used in the first step, we use a discounted cash flow approach. Each step requires us to make judgments and involves the use of significant estimates and assumptions. These estimates and assumptions include long-term growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates based on our weighted average cost of capital, and future economic and market conditions. These estimates and assumptions have to be made for each reporting unit evaluated for impairment. Our estimates for market growth, our market share and costs are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying business. If future forecasts are revised, they may indicate or require future impairment charges. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

        The fair value of our reporting units is determined using an income approach based on discounted cash flow models. In determining the fair value of our reporting units, we assumed a discount rate of approximately 10.0%. The estimated fair value of both the Activision and Blizzard reporting units exceeded their carrying values by approximately $3 billion, or at least 25%, as of December 31, 2013. However, changes in our assumptions underlying our estimates of fair value, which will be a function of our future financial performance, and changes in economic conditions could result in future impairment charges.

        We test acquired trade names for possible impairment by using a discounted cash flow model to estimate fair value. We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time. In determining the fair value of our trade names, we assumed a discount rate of 10.0%, and royalty saving rates of approximately 1.5% - 2.0%. A one percentage point increase in the discount rate would not yield an impairment charge to our trade names. Changes in our assumptions underlying our estimates of fair value, which will be a function of our future financial performance and changes in economic conditions, could result in future impairment charges.

Stock-Based Compensation

        We account for stock-based compensation in accordance with ASC Topic 718-10, Compensation—Stock Compensation, and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees. Stock-based compensation expense is recognized during the requisite service periods (that is, the period for which the employee is being compensated) and is based on the value of stock-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

        We estimate the value of stock-based payment awards on the measurement date using a binomial-lattice model. Our determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

81


Table of Contents

        We generally determine the fair value of restricted stock rights (including restricted stock units, restricted stock awards and performance shares) based on the closing market price of the Company's common stock on the date of grant. Certain restricted stock rights granted to our employees and senior management vest based on the achievement of pre-established performance or market conditions. We estimate the fair value of performance-based restricted stock rights at the closing market price of the Company's common stock on the date of grant. Each quarter, we update our assessment of the probability that the specified performance criteria will be achieved. We amortize the fair values of performance-based restricted stock rights over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. We estimate the fair value of market-based restricted stock rights at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based restricted stock rights at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based restricted stock rights at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.

        For a detailed discussion of the application of these and other accounting policies, see Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

Indefinite-lived intangible assets impairment

        In July 2012, the FASB issued an update to the authoritative guidance related to testing indefinite-lived intangible assets for impairment. This update gives an entity the option to first consider certain qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. This update is effective for the indefinite-lived intangible asset impairment test performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Balance sheet offsetting disclosures

        In December 2011, the FASB issued authoritative guidance on the disclosure of financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement and should be applied retrospectively for all comparative periods presented for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Reclassification of accumulated other comprehensive loss

        In February 2013, the FASB issued an accounting standards update requiring new disclosures about reclassifications from accumulated other comprehensive loss to net income. These disclosures may be presented on the face of the statements or in the notes to the consolidated financial statements. This update is effective for fiscal years beginning after December 15, 2012. We adopted this guidance and provided the required disclosures in Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

82


Table of Contents

Accounting for cumulative translation adjustments

        In February 2013, the FASB issued an update to the authoritative guidance related to the release of cumulative translation adjustments into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a foreign entity. This update will be effective for fiscal years beginning after December 15, 2013. Upon adoption of this guidance on January 1, 2014, there was no material impact on our consolidated financial statements.

Presentation of unrecognized tax benefits

        In July 2013, the FASB issued an update to the authoritative guidance related to the presentation of an unrecognized tax benefit in the financial statements. The update will require entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss or other tax credit carryforwards when settlement in this manner is available under the tax laws. Upon adoption of this guidance on January 1, 2014, "Deferred income taxes, net" under non-current liabilities increased by approximately $46 million, and correspondingly, "Other liabilities" under non-current liabilities decreased by the same amount.

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risk is the potential loss arising from fluctuations in market rates and prices. Our market risk exposures primarily include fluctuations in foreign currency exchange rates and interest rates.

Foreign Currency Exchange Rate Risk

        We transact business in many different foreign currencies and may be exposed to financial market risk resulting from fluctuations in foreign currency exchange rates. Revenues and related expenses generated from our international operations are generally denominated in their respective local currencies. Primary currencies include Euros, British pounds, Australian dollars, South Korean won and Swedish krona. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency-denominated transactions results in reduced revenues, operating expenses, and net income from our international operations. Similarly, our revenues, operating expenses and net income will increase for our international operations if the U.S. dollar weakens against foreign currencies. We monitor currency volatility throughout the year.

        To mitigate our foreign currency exchange rate exposure resulting from our foreign currency-denominated monetary assets, liabilities and earnings, we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year. All foreign currency economic hedging transactions are backed, in amount and by maturity, by an identified economic underlying item. In recent years, Vivendi has been our principal counterparty for our currency derivative contracts, but we have not had any outstanding currency derivative contracts with Vivendi as the counterparty since July 3, 2013. Further, in connection with the Purchase Transaction, we terminated our cash management services agreement with Vivendi as of October 31, 2013. Since the consummation of the Purchase Transaction, the counterparties for our currency derivative contracts have been large and reputable commercial or investment banks. The gross notional amount of outstanding foreign currency contracts was $34 million and $355 million at December 31, 2013 and 2012, respectively.

        We do not hold or purchase any foreign currency contracts for trading or speculative purposes and we do not designate these contracts as hedging instruments. Accordingly, we report the fair value of these contracts within "Other current assets" or "Other current liabilities" in our consolidated balance sheet and the changes in fair value within "General and administrative expense" or "Interest and other investment income (expense), net" in our consolidated statement of operations, depending on the nature of the contracts. For the year ended December 31, 2013, pre-tax net gains were not material.

83


Table of Contents

For the years ended December 31, 2012 and 2011, we recognized a pre-tax net gain of $7 million and a pre-tax net loss of $8 million, respectively.

        In the absence of the hedging activities described above, as of December 31, 2013, a hypothetical adverse foreign currency exchange rate movement of 10% would have resulted in potential declines of our net income of approximately $90 million. This sensitivity analysis assumes a parallel adverse shift of all foreign currency exchange rates against the U.S. dollar; however, all foreign currency exchange rates do not always move in such manner and actual results may differ materially.

Interest Rate Risk

        Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio and variable rate debt under the Credit Facilities. We do not currently use derivative financial instruments to manage interest rate risk. As of December 31, 2013, a hypothetical interest rate change on our variable rate debt of 1 percent would change interest expense on an annual basis by approximately $25 million. This estimate does not include the effects of other actions that we may take in the future to mitigate this risk or any changes in our financial structure.

        Our investment portfolio consists primarily of money market funds and government securities with high credit quality and short average maturities. Because short-term securities mature relatively quickly and must be reinvested at the then-current market rates, interest income on a portfolio consisting of cash, cash equivalents or short-term securities is more subject to market fluctuations than a portfolio of longer term securities. Conversely, the fair value of such a portfolio is less sensitive to market fluctuations than a portfolio of longer-term securities. At December 31, 2013, our $4.41 billion of cash and cash equivalents were comprised primarily of money market funds. At December 31, 2013, our $33 million of short-term investments included $21 million of U.S. treasury and government-sponsored agency debt securities and $12 million of restricted cash. We also had $9 million in auction rate securities at fair value classified as long-term investments at December 31, 2013. The Company has determined that, based on the composition of our investment portfolio as of December 31, 2013, there was no material interest rate risk exposure to the Company's consolidated financial condition, results of operations or liquidity as of that date.

84


Table of Contents

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Other financial statement schedules are omitted because the information called for is not applicable or is shown either in the Consolidated Financial Statements or the Notes thereto.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

Item 9A.    CONTROLS AND PROCEDURES

Definition and Limitations of Disclosure Controls and Procedures.

        Our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well designed and operated, can provide only reasonable assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Inherent limitations to any system of disclosure controls and procedures include, but are not limited to, the possibility of human error and the circumvention or overriding of such controls by one or more persons. In addition, we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, and our system of controls may therefore not achieve its desired objectives under all possible future events.

Evaluation of Disclosure Controls and Procedures.

        Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures at December 31, 2013, the end of the period covered by this report. Based on this evaluation, the principal executive officer and principal financial officer concluded that, at December 31, 2013, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported on a timely basis, and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

85


Table of Contents

Management's Report on Internal Control Over Financial Reporting.

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness, as of December 31, 2013, of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control—Integrated Framework (1992). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

        The effectiveness of our internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting.

        There have not been any changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    OTHER INFORMATION

        None.

86


Table of Contents


PART III

Item 10.    DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

        The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2014 Annual Meeting of Shareholders entitled "Proposal 1—Election of Directors," "Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance Matters—Code of Conduct," "Corporate Governance Matters—Board of Directors and Committees—Board Committees" and "Corporate Governance Matters—Stockholder Recommendation of Directors" to be filed with the Securities and Exchange Commission.

Item 11.    EXECUTIVE COMPENSATION

        The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2014 Annual Meeting of Shareholders entitled "Executive Compensation" and "Director Compensation" to be filed with the Securities and Exchange Commission.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

        The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2014 Annual Meeting of Shareholders entitled "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management" to be filed with the Securities and Exchange Commission.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2014 Annual Meeting of Shareholders entitled "Certain Relationships and Related Transactions" and "Corporate Governance Matters—Board of Directors and Committees" to be filed with the Securities and Exchange Commission.

Item 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

        The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2014 Annual Meeting of Shareholders entitled "Audit-Related Matters" to be filed with the Securities and Exchange Commission.

87


Table of Contents


PART IV

Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULE

(a)   1.   Financial Statements See Item 8.—Consolidated Financial Statements and Supplementary Data for index to Financial Statements and Financial Statement Schedule on page 85 herein.

 

 

2.

 

Financial Statement Schedule The following financial statement schedule of Activision Blizzard for the years ended December 31, 2013, 2012, and 2011 is filed as part of this report and should be read in conjunction with the consolidated financial statements of Activision Blizzard:

Schedule II—Valuation and Qualifying Accounts

 

 

 

 

Other financial statement schedules are omitted because the information called for is not applicable or is shown either in the Consolidated Financial Statements or the Notes thereto.

 

 

3.

 

The exhibits listed on the accompanying index to exhibits immediately following the financial statements are filed as part of, or hereby incorporated by reference into, this Annual Report on Form 10-K.

88


Table of Contents


SIGNATURE

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Activision Blizzard, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 28, 2014

ACTIVISION BLIZZARD, INC.    

By:

 

/s/ ROBERT A. KOTICK

Robert A. Kotick
Director, President and Chief Executive Officer of Activision Blizzard, Inc.
(Principal Executive Officer)

 

 

        Each individual whose signature appears below constitutes and appoints Robert A. Kotick, and Dennis Durkin and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:   /s/ ROBERT A. KOTICK

(Robert A. Kotick)
  Director, President, Chief Executive Officer and Principal Executive Officer   February 28, 2014

By:

 


/s/ DENNIS DURKIN


(Dennis Durkin)

 


Chief Financial Officer and Principal Financial Officer


 


February 28, 2014


By:

 


/s/ STEPHEN WEREB


(Stephen Wereb)

 


Chief Accounting Officer and Principal Accounting Officer


 


February 28, 2014


By:

 


/s/ ROBERT J. CORTI


(Robert J. Corti)

 


Director


 


February 28, 2014


By:

 


/s/ BRIAN G. KELLY


(Brian G. Kelly)

 


Chairman and Director


 


February 28, 2014

89


Table of Contents

By:  

/s/ BARRY MEYER


(Barry Meyer)
 

Director

 

February 28, 2014


By:

 


/s/ ROBERT J. MORGADO


(Robert J. Morgado)

 


Director


 


February 28, 2014


By:

 


/s/ PETER NOLAN


(Peter Nolan)

 


Director


 


February 28, 2014


By:

 


/s/ RICHARD SARNOFF


(Richard Sarnoff)

 


Director


 


February 28, 2014


By:

 


/s/ ELAINE P. WYNN


(Elaine P. Wynn)

 


Director


 


February 28, 2014

90


Table of Contents


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Activision Blizzard, Inc.:

        In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, changes in shareholders' equity and cash flows, present fairly, in all material respects, the financial position of Activision Blizzard, Inc. and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California
March 3, 2014

F-1


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except share data)

 
  At December 31,
2013
  At December 31,
2012
 

Assets

             

Current assets:

             

Cash and cash equivalents

  $ 4,410   $ 3,959  

Short-term investments

    33     416  

Accounts receivable, net of allowances of $381 and $332 at December 31, 2013 and December 31, 2012, respectively

    515     707  

Inventories, net

    171     209  

Software development

    367     164  

Intellectual property licenses

    11     11  

Deferred income taxes, net

    321     487  

Other current assets

    413     321  
           

Total current assets

    6,241     6,274  

Long-term investments

   
9
   
8
 

Software development

    21     129  

Intellectual property licenses

        30  

Property and equipment, net

    138     141  

Other assets

    35     11  

Intangible assets, net

    43     68  

Trademark and trade names

    433     433  

Goodwill

    7,092     7,106  
           

Total assets

  $ 14,012   $ 14,200  
           
           

Liabilities and Shareholders' Equity

             

Current liabilities:

             

Accounts payable

  $ 355   $ 343  

Deferred revenues

    1,389     1,657  

Accrued expenses and other liabilities

    636     652  

Current portion of long-term debt

    25      
           

Total current liabilities

    2,405     2,652  

Long-term debt, net

    4,668      

Deferred income taxes, net

    20     25  

Other liabilities

    297     206  
           

Total liabilities

    7,390     2,883  
           

Commitments and contingencies (Note 22)

   
 
   
 
 

Shareholders' equity:

   
 
   
 
 

Common stock, $0.000001 par value, 2,400,000,000 shares authorized, 1,132,385,424 and 1,111,606,087 shares issued at December 31, 2013 and December 31, 2012, respectively

         

Additional paid-in capital

    9,682     9,450  

Less: Treasury stock, at cost, 428,676,471 and 0 shares at December 31, 2013 and December 31, 2012, respectively

    (5,814 )    

Retained earnings

    2,686     1,893  

Accumulated other comprehensive income (loss)

    68     (26 )
           

Total shareholders' equity

    6,622     11,317  
           

Total liabilities and shareholders' equity

  $ 14,012   $ 14,200  
           
           

   

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-2


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in millions, except per share data)

 
  For the Years Ended December 31,  
 
  2013   2012   2011  

Net revenues

                   

Product sales

  $ 3,201   $ 3,620   $ 3,257  

Subscription, licensing, and other revenues

    1,382     1,236     1,498  
               

Total net revenues

    4,583     4,856     4,755  

Costs and expenses

   
 
   
 
   
 
 

Cost of sales—product costs

    1,053     1,116     1,134  

Cost of sales—online subscriptions

    204     263     255  

Cost of sales—software royalties and amortization

    187     194     218  

Cost of sales—intellectual property licenses

    87     89     165  

Product development

    584     604     629  

Sales and marketing

    606     578     545  

General and administrative

    490     561     456  

Restructuring

            25  
               

Total costs and expenses

    3,211     3,405     3,427  
               

Operating income

   
1,372
   
1,451
   
1,328
 

Interest and other investment income (expense), net

   
(53

)
 
7
   
3
 
               

Income before income tax expense

   
1,319
   
1,458
   
1,331
 

Income tax expense

   
309
   
309
   
246
 
               

Net income

 
$

1,010
 
$

1,149
 
$

1,085
 
               
               

Earnings per common share

   
 
   
 
   
 
 

Basic

  $ 0.96   $ 1.01   $ 0.93  
               
               

Diluted

  $ 0.95   $ 1.01   $ 0.92  
               
               

Weighted-average number of shares outstanding

   
 
   
 
   
 
 

Basic

    1,024     1,112     1,148  

Diluted

    1,035     1,118     1,156  

Dividends per common share

 
$

0.19
 
$

0.18
 
$

0.165
 
               
               

   

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Net income

  $ 1,010   $ 1,149   $ 1,085  

Other comprehensive income (loss):

   
 
   
 
   
 
 

Foreign currency translation adjustment

    93     46     (61 )

Unrealized gains on investments, net of deferred income taxes of $0 million, $0 million, and $1 million for the years ended December 31, 2013, 2012, and 2011, respectively

    1         2  
               

Other comprehensive income (loss)

  $ 94   $ 46   $ (59 )
               

Comprehensive income

  $ 1,104   $ 1,195   $ 1,026  
               
               

   

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the Years Ended December 31, 2013, 2012, and 2011

(Amounts and shares in millions, except per share data)

 
  Common Stock    
  Treasury Stock   Retained
Earnings
(Accumulated
Deficit)
  Accumulated
Other
Comprehensive
Income (Loss)
   
 
 
  Additional
Paid-In
Capital
  Total
Shareholders'
Equity
 
 
  Shares   Amount   Shares   Amount  

Balance at December 31, 2010

    1,382   $   $ 12,353     (199 ) $ (2,194 ) $ 57   $ (13 ) $ 10,203  

Components of comprehensive income:

                                                 

Net income

                        1,085         1,085  

Other comprehensive income (loss)

                            (59 )   (59 )

Issuance of common stock pursuant to employee stock options

    9         69                     69  

Issuance of common stock pursuant to restricted stock rights

    3                              

Restricted stock surrendered for employees' tax liability

    (1 )       (15 )                   (15 )

Stock-based compensation expense related to employee stock options and restricted stock rights

            95                     95  

Dividends ($0.165 per common share)

                        (194 )       (194 )

Shares repurchased (see Note 20)

                (61 )   (692 )           (692 )

Retirement of treasury shares

    (260 )       (2,886 )   260     2,886              
                                   

Balance at December 31, 2011

    1,133   $   $ 9,616       $   $ 948   $ (72 ) $ 10,492  

Components of comprehensive income:

                                                 

Net income

                        1,149         1,149  

Other comprehensive income (loss)

                            46     46  

Issuance of common stock pursuant to employee stock options

    5         33                     33  

Issuance of common stock pursuant to restricted stock rights

    4                              

Restricted stock surrendered for employees' tax liability

    (1 )       (16 )                   (16 )

Forfeiture of restricted stock rights

    (3 )                            

Stock-based compensation expense related to employee stock options and restricted stock rights

            132                     132  

Dividends ($0.18 per common share)

                        (204 )       (204 )

Shares repurchased (see Note 20)

                (26 )   (315 )           (315 )

Retirement of treasury shares

    (26 )       (315 )   26     315              
                                   

Balance at December 31, 2012

    1,112   $   $ 9,450       $   $ 1,893   $ (26 ) $ 11,317  

Components of comprehensive income:

                                                 

Net income

                        1,010         1,010  

Other comprehensive income (loss)

                            94     94  

Issuance of common stock pursuant to employee stock options

    16         158                     158  

Issuance of common stock pursuant to restricted stock rights

    8                              

Restricted stock surrendered for employees' tax liability

    (4 )       (49 )                   (49 )

Tax benefit associated with employee stock awards

            11                     11  

Stock-based compensation expense related to employee stock options and restricted stock rights

            112                     112  

Dividends ($0.19 per common share)

                        (217 )       (217 )

Shares repurchased (see Note 20)

                (429 )   (5,830 )           (5,830 )

Indemnity on tax attributes assumed in connection with the Purchase Transaction (see Note 18)

                    16             16  
                                   

Balance at December 31, 2013

    1,132   $   $ 9,682     (429 ) $ (5,814 ) $ 2,686   $ 68   $ 6,622  
                                   
                                   

   

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Cash flows from operating activities:

                   

Net income

  $ 1,010   $ 1,149   $ 1,085  

Adjustments to reconcile net income to net cash provided by operating activities:

                   

Deferred income taxes

    161     (10 )   75  

Provision for inventories

    33     13     8  

Depreciation and amortization

    108     120     148  

Loss on disposal of property and equipment

        1     4  

Impairment of goodwill (see Note 9)

            12  

Amortization and write-off of capitalized software development costs and intellectual property licenses(1)

    207     208     287  

Amortization of debt discount and debt financing costs

    1          

Stock-based compensation expense(2)

    108     126     103  

Excess tax benefits from stock awards

    (29 )   (5 )   (24 )

Changes in operating assets and liabilities:

                   

Accounts receivable, net

    198     (46 )   13  

Inventories

    6     (75 )   (42 )

Software development and intellectual property licenses

    (268 )   (301 )   (254 )

Other assets

    (67 )   88     (67 )

Deferred revenues

    (275 )   153     (248 )

Accounts payable

    7     (54 )   31  

Accrued expenses and other liabilities

    64     (22 )   (179 )
               

Net cash provided by operating activities

    1,264     1,345     952  
               

Cash flows from investing activities:

                   

Proceeds from maturities of available-for-sale investments

    304     444     740  

Proceeds from auction rate securities called at par

        10     10  

Proceeds from sales of available-for-sale investments

    98          

Purchases of available-for-sale investments

    (26 )   (503 )   (417 )

Payment of contingent consideration

            (3 )

Capital expenditures

    (74 )   (73 )   (72 )

Decrease (increase) in restricted cash

    6     (2 )   8  
               

Net cash provided by (used in) investing activities

    308     (124 )   266  
               

Cash flows from financing activities:

                   

Proceeds from issuance of common stock to employees

    158     33     69  

Tax payment related to net share settlements on restricted stock rights

    (49 )   (16 )   (15 )

Excess tax benefits from stock awards

    29     5     24  

Repurchase of common stock

    (5,830 )   (315 )   (692 )

Dividends paid

    (216 )   (204 )   (194 )

Proceeds from issuance of long-term debt

    4,750          

Repayment of long-term debt

    (6 )        

Payment of debt discount and financing costs

    (59 )        
               

Net cash used in financing activities

    (1,223 )   (497 )   (808 )
               

Effect of foreign exchange rate changes on cash and cash equivalents

    102     70     (57 )
               

Net increase in cash and cash equivalents

    451     794     353  

Cash and cash equivalents at beginning of period

    3,959     3,165     2,812  
               

Cash and cash equivalents at end of period

  $ 4,410   $ 3,959   $ 3,165  
               
               

(1)
Excludes deferral and amortization of stock-based compensation expense.

(2)
Includes the net effects of capitalization, deferral, and amortization of stock-based compensation expense.

   

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1. Description of Business

        Activision Blizzard, Inc. ("Activision Blizzard") is a leading global developer and publisher of interactive entertainment. The terms "Activision Blizzard," the "Company," "we," "us," and "our" are used to refer collectively to Activision Blizzard, Inc. and its subsidiaries. We publish online, personal computer ("PC"), video game console, handheld, mobile and tablet games. We maintain significant operations in the United States ("U.S."), Canada, the United Kingdom ("U.K."), France, Germany, Ireland, Italy, Sweden, Spain, the Netherlands, Australia, South Korea and China.

The Business Combination and Recently Consummated Share Repurchase

        Activision Blizzard is the result of the 2008 business combination ("Business Combination") by and among Activision, Inc., Sego Merger Corporation, a wholly-owned subsidiary of Activision, Inc., Vivendi S.A. ("Vivendi"), VGAC LLC, a wholly-owned subsidiary of Vivendi, and Vivendi Games, Inc. ("Vivendi Games"), a wholly-owned subsidiary of VGAC LLC. As a result of the consummation of the Business Combination, Activision, Inc. was renamed Activision Blizzard, Inc. and Vivendi became a majority shareholder of Activision. The common stock of Activision Blizzard is traded on The NASDAQ Stock Market under the ticker symbol "ATVI."

        On October 11, 2013, we repurchased approximately 429 million shares of our common stock, pursuant to a stock purchase agreement (the "Stock Purchase Agreement") we entered into on July 25, 2013, with Vivendi and ASAC II LP ("ASAC"), an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary of Vivendi ("New VH"), which was the direct owner of approximately 429 million shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the transaction (collectively, the "Purchase Transaction"). Immediately following the completion of the Purchase Transaction, ASAC purchased from Vivendi 172 million shares of Activision Blizzard's common stock, pursuant to the Stock Purchase Agreement, for a cash payment of $2.34 billion, or $13.60 per share (the "Private Sale"). Refer to Note 12 of the Notes to Consolidated Financial Statements for further information regarding the financing of the Purchase Transaction.

        As a result of the Purchase Transaction and the Private Sale, approximately 64% of our outstanding common stock as of December 31, 2013 is owned by the public, approximately 12% is owned by Vivendi, and approximately 24% is owned by ASAC.

        Based upon our organizational structure, we conduct our business through three operating segments as follows:

(i) Activision Publishing, Inc.

        Activision Publishing, Inc. ("Activision") is a leading international developer and publisher of interactive software products and content, including games from the Call of Duty® and Skylanders™ franchises. Activision develops games primarily based on internally-developed properties, as well as some licensed intellectual properties. We sell games through both retail channels and digital downloads. Activision currently offers games that operate on the Microsoft Corporation ("Microsoft") Xbox One ("Xbox One") and Xbox 360 ("Xbox 360"), Nintendo Co. Ltd. ("Nintendo") Wii U ("Wii U") and Wii ("Wii"), and Sony Computer Entertainment, Inc. ("Sony") PlayStation 4 ("PS4") and PlayStation 3

F-7


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

1. Description of Business (Continued)

("PS3") console systems; the PC; the Nintendo 3DS ("3DS"), Nintendo Dual Screen ("DS"), and Sony PlayStation Vita handheld game systems; and other handheld and mobile devices.

(ii) Blizzard Entertainment, Inc.

        Blizzard Entertainment, Inc. ("Blizzard") is a leader in the subscription-based massively multi-player online role-playing game ("MMORPG") category in terms of both subscriber base and revenues generated through the World of Warcraft® franchise, which it develops, hosts and supports. Blizzard also develops, markets, and sells role-playing action and strategy games for the PC and iPad, including games in the multiple-award winning Diablo® and StarCraft® franchises. In September 2013, Blizzard released Diablo III for the PS3 and Xbox 360, and confirmed plans to adapt the game for the PS4. In addition, Blizzard maintains a proprietary online-game related service, Battle.net®. Blizzard distributes its products and generates revenues worldwide through various means, including: subscriptions; sales of prepaid subscription cards; value-added services such as realm transfers, faction changes, and other character customizations within the World of Warcraft gameplay; retail sales of physical "boxed" products; online download sales of PC products; and licensing of software to third-party or related-party companies that distribute World of Warcraft, Diablo III, and StarCraft II products. In August 2013, Blizzard released the closed beta version of Hearthstone™: Heroes of Warcraft™, a free-to-play digital collectible card game, and released the open beta version in January 2014.

(iii) Activision Blizzard Distribution

        Activision Blizzard Distribution ("Distribution") consists of operations in Europe that provide warehousing, logistical and sales distribution services to third-party publishers of interactive entertainment software, our own publishing operations, and manufacturers of interactive entertainment hardware.

2. Summary of Significant Accounting Policies

Basis of Consolidation and Presentation

        The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.

        Certain reclassifications have been made to prior year amounts to conform to the current period presentation.

        The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

F-8


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Results of Adjustment

        During the year ended December 31, 2013, we identified through our internal processes that, in previous years, we erroneously under-accrued for certain indirect taxes for two countries in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No. 108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2013 financial statements. As such, during the year ended December 31, 2013, we recorded an adjustment in our consolidated statements of operations which reduced "Total net revenues" by $8 million, "Interest and other investment income (expense), net" by $1 million, "Income before income tax expense" by $9 million, and "Net income" by $7 million. This adjustment reduced net revenues and income from operations before income tax expense by $8 million and $9 million, respectively, in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note 14 of the Notes to Consolidated Financial Statements. The adjustment increased "Accrued expenses and other liabilities" on our consolidated balance sheet by $9 million and represents a correction of an error. Operating cash flows were impacted by $9 million in 2013 when we settled the liability. The adjustment related to prior periods' net income as follows: (i) approximately $1 million for the quarter ended March 31, 2013; (ii) approximately $1 million for each quarter of 2012 (totaling approximately $4 million for the year ended December 31, 2012); (iii) approximately $2 million for the year ended December 31, 2011; and (iv) less than $1 million for the year ended December 31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.

        During the year ended December 31, 2012, we identified through our internal processes that, in previous years, we erroneously over-recognized revenues for a country in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No. 108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2012 financial statements. As such, during the year ended December 31, 2012, we recorded an adjustment in our consolidated statements of operations which reduced "Total net revenues" by $11 million and "Net income" by $8 million. This adjustment reduced net revenues and income from operations before income tax expense by $11 million in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note 14 of the Notes to Consolidated Financial Statements. The adjustment increased "Deferred revenues" on our consolidated balance sheet by $11 million and represents a correction of an error. There was no impact to operating cash flows. The adjustment related to prior periods' net income as follows: (i) approximately $1 million for the quarter ended March 31, 2012; (ii) less than $1 million for each quarter of 2011 (totaling approximately $3 million for the year ended December 31, 2011); (iii) approximately $2 million for the year ended December 31, 2010; and (iv) approximately $3 million for periods prior to the year ended December 31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.

Cash and Cash Equivalents

        We consider all money market funds and highly liquid investments with original maturities of three months or less at the time of purchase to be "Cash and cash equivalents."

F-9


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Investment Securities

        Investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and are reported as a component of "Other comprehensive income (loss)."

        Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within "Short-term investments." In addition, investments with maturities beyond one year may be classified within "Short-term investments" if they are highly liquid in nature and represent the investment of cash that is available for current operations.

        The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in "Interest and other investment income (expense), net" in our consolidated statements of operations.

        The Company's investments include auction rate securities ("ARS"). These ARS are variable rate bonds tied to short-term interest rates with long-term maturities. ARS have interest rates which reset through a modified Dutch auction at predetermined short-term intervals, typically every 7, 28, or 35 days. Interest on ARS is generally paid at the end of each auction process and is based upon the interest rate determined for the prior auction. Our investments in ARS are not material to our consolidated financial statements.

Restricted Cash—Compensating Balances

        Restricted cash is included within "Short-term investments" on the consolidated balance sheets. The majority of our restricted cash relates to a standby letter of credit required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Under the terms of this arrangement, we are required to maintain with the issuing bank a compensating balance, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but have not yet been reimbursed.

Financial Instruments

        The carrying amount of "Cash and cash equivalents," "Accounts receivable," "Accounts payable," and "Accrued expenses" substantively approximate fair value due to the short-term nature of these accounts. Our investments in U.S. treasuries, government agency securities, and corporate bonds are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. ARS are carried at fair value, which is estimated using an income-approach model.

        The Company transacts business in various foreign currencies and has significant international sales and expenses denominated in foreign currencies, subjecting us to foreign currency risk. To mitigate our foreign currency exchange rate exposure resulting from our foreign currency-denominated monetary assets, liabilities, and earnings, we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year. We do not use derivatives for speculative or trading purposes and we do not designate these derivatives as hedging instruments under

F-10


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815. Accordingly, we report the fair value of these contracts within "Other current assets" or "Other current liabilities" in our consolidated balance sheets and the changes in fair value within "General and administrative expenses" and "Interest and other investment income (expense), net" in our consolidated statements of operations, depending on the nature of the contracts. The fair value of foreign currency contracts are estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period.

Other-Than-Temporary Impairments

        The Company regularly reviews its investments to determine whether a decline in fair value below the cost basis is an other-than-temporary impairment. If the decline is determined to be other-than-temporary, the cost basis of the investment is written down to fair value. For available-for-sale fixed maturity instruments where credit-related impairments exist, other-than-temporary impairments are reported in the consolidated statements of operations and non-credit impairments are reported as a component of "Other comprehensive income (loss)."

Concentration of Credit Risk

        Our concentration of credit risk relates to depositors holding the Company's cash and cash equivalents and customers with significant accounts receivable balances.

        Our cash and cash equivalents are invested primarily in money market funds consisting of short-term, high-quality debt instruments issued by governments and governmental organizations, financial institutions and industrial companies.

        Our customer base includes retailers and distributors, including mass-market retailers, consumer electronics stores, discount warehouses, and game specialty stores in the U.S. and other countries worldwide. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers. We did not have any single customer that accounted for 10% or more of net revenues for the years ended December 31, 2013 and 2011. We had one customer for the Activision and Blizzard segments, GameStop, that accounted for approximately 10% of net revenues for the year ended December 31, 2012. We had one customer, Wal-Mart, that accounted for 24% and 20% of consolidated gross receivables at December 31, 2013 and 2012, respectively.

Software Development Costs and Intellectual Property Licenses

        Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products.

        We account for software development costs in accordance with ASC Subtopic 985-20, the guidance for costs of computer software to be sold, leased, or otherwise marketed. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur

F-11


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of "Cost of sales—software royalties and amortization." Capitalized costs for products that are cancelled or are expected to be abandoned are charged to "Product development expense" in the period of cancellation. Amounts related to software development which are not capitalized are charged immediately to "Product development expense."

        Commencing upon a product's release, capitalized software development costs are amortized to "Cost of sales—software royalties and amortization" based on the ratio of current revenues to total projected revenues for the specific product, generally resulting in an amortization period of six months or less.

        Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology, music or other intellectual property or proprietary rights in the development of our products. Depending upon the agreement with the rights holder, we may obtain the right to use the intellectual property in multiple products over a number of years, or alternatively, for a single product. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of "Cost of sales—intellectual property licenses." Capitalized intellectual property costs for products that are cancelled or are expected to be abandoned are charged to "Product development expense" in the period of cancellation.

        Commencing upon a product's release, capitalized intellectual property license costs are amortized to "Cost of sales—intellectual property licenses" based on the ratio of current revenues for the specific product to total projected revenues for all products in which the licensed property will be utilized. As intellectual property license contracts may extend for multiple years and can be used in multiple products to be released over a period beyond one year, the amortization of capitalized intellectual property license costs relating to such contracts may extend beyond one year.

        We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future periods, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, for any sequel product, estimated performance based on the performance of the product on which the sequel is based. Further, as many of our capitalized intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property, and the rights holder's continued promotion and exploitation of the intellectual property.

        Significant management judgments and estimates are utilized in assessing the recoverability of capitalized costs. In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional costs to be incurred. If revised forecasted or actual product sales are less than the originally forecasted amounts utilized in

F-12


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge. Material differences may result in the amount and timing of expenses for any period if management makes different judgments or utilizes different estimates in evaluating these qualitative factors.

Inventories

        Inventories consist of materials (including manufacturing royalties paid to console manufacturers), labor, and freight-in and are stated at the lower of cost (weighted-average method) or net realizable value. Inventories are relieved on a weighted average cost method.

Long-Lived Assets

        Property and Equipment.    Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life (i.e., 25 to 33 years for buildings, and 2 to 5 years for computer equipment, office furniture and other equipment) of the asset. When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed and any resulting gains or losses are included in the consolidated statements of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed the length of the lease. Repair and maintenance costs are expensed as incurred.

        Goodwill and Other Indefinite-Lived Assets.    We account for goodwill in accordance with ASC Topic 350. Under ASC Topic 350, goodwill is considered to have an indefinite life, and is carried at cost. Acquired trade names are assessed as indefinite lived assets as there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and acquired trade names are not amortized, but are subject to an annual impairment test, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at December 31st.

        Our annual goodwill impairment test is performed at the reporting unit level. We have determined our reporting units based on the guidance within ASC Subtopic 350-20, which provides that reporting units are generally operating segments or one reporting level below the operating segments. As of December 31, 2013 and 2012, our reporting units are the same as our operating segments: Activision, Blizzard, and Distribution. We test goodwill for possible impairment by first determining the fair value of the related reporting unit and comparing this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting units is determined using an income approach based on discounted cash flow models. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, we perform a second step to measure the amount of the impairment, which is equal to the amount by which the recorded goodwill exceeds the implied fair value of the goodwill after assessing the fair value of each of the assets and liabilities within the reporting unit. We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time.

        We test acquired trade names for possible impairment by using a discounted cash flow model to estimate fair value. We have determined that no impairment has occurred at December 31, 2013 and

F-13


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time.

        Changes in our assumptions underlying our estimates of fair value, which will be a function of our future financial performance and changes in economic conditions, could result in future impairment charges.

        Amortizable Intangible Assets.    Intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received.

        Management evaluates the recoverability of our identifiable intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. We considered certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in our business strategy. If we determine that the carrying value may not be recoverable, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets to determine whether an impairment exists. If an impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We have determined that there are no events or circumstances that indicate a potential impairment exists at December 31, 2013 and 2012.

Revenue Recognition

    Revenue Arrangements with Multiple Deliverables

        Certain of our revenue arrangements have multiple deliverables, which we account for in accordance with ASC Topic 605 and Accounting Standards Update ("ASU") 2009-13. These revenue arrangements include product sales consisting of both software and hardware deliverables (such as peripherals or other ancillary collectors' items sold together with physical "boxed" software) and our sales of World of Warcraft boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes.

        Under ASC Topic 605 and ASU 2009-13, when a revenue arrangement contains multiple elements, such as hardware and software products, licenses and/or services, we allocate revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific-objective-evidence ("VSOE") if it is available, third-party evidence ("TPE") if VSOE is not available, or best estimated selling price ("BESP") if neither VSOE nor TPE is available. In multiple element arrangements where more-than-incidental software deliverables are included, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is then allocated to each software deliverable using the guidance for recognizing software revenue.

F-14


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

        As noted above, when neither VSOE nor TPE is available for a deliverable, we use BESP. We do not have significant revenue arrangements that require BESP for the years ended December 31, 2013, 2012, and 2011. The inputs we use to determine the selling price of our significant deliverables include the actual price charged by the Company for a deliverable that the Company sells separately, which represents the VSOE, and the wholesale prices of the same or similar products, which represents TPE. The adoption of ASU 2009-13 on January 1, 2011 has not had a material impact on our financial statements. The pattern and timing of revenue recognition for deliverables and allocation of the arrangement consideration did not change upon the adoption of ASU 2009-13.

    Product Sales

        We recognize revenues from the sale of our products upon the transfer of title and risk of loss to our customers and once any performance obligations have been completed. Certain products are sold to customers with a "street date" (which is the earliest date these products may be sold by retailers). For these products, we recognize revenues on the later of the street date or the date the product is sold to the customer. Revenues from product sales are recognized after deducting the estimated allowance for returns and price protection.

        For our software products with online functionality, we evaluate whether that feature or functionality is more than an inconsequential separate deliverable, in addition to the software product. This evaluation is performed for each software product and digital download of a title or product add-ons (including digital downloadable content), when it is released.

        When we determine that a software title contains online functionality that constitutes a more-than-inconsequential separate service deliverable in addition to the product, which is principally because of the online functionality's importance to gameplay, we consider our performance obligation for this title to extend beyond the sale of the game. VSOE of fair value does not exist for the online functionality of some products, as we do not separately charge for this component of every title. As a result, we recognize all of the software-related revenues from the sale of any such title ratably over the estimated service period of the title. In addition, we initially defer the costs of sales for the title (excluding intangible asset amortization), and recognize the costs of sales as the related revenues are recognized. The costs of sales include manufacturing costs, software royalties and amortization, and intellectual property licenses.

        Determining whether the online functionality for a particular game constitutes a more-than-inconsequential deliverable, as well as the estimated service periods and product life over which to recognize the revenue and related costs of sales, is subjective and requires management's judgment.

        We recognize revenues from World of Warcraft boxed products, expansion packs and value-added services, in each case with the related subscription service revenues, ratably over the estimated service period beginning upon activation of the software and delivery of the related services. Revenues attributed to the sale of World of Warcraft boxed software and related expansion packs are classified as "Product sales," whereas revenues attributable to subscriptions and other value-added services are classified as "Subscription, licensing, and other revenues."

F-15


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

        For games where the online functionality is a more-than-inconsequential deliverable and games for which was have a hosted service arrangement, we determine the game's estimated service period with consideration of various data points, including the weighted-average number of days between players' first and last days played online, the average total hours played and the average number of days in which player activity stabilizes. We also consider known online trends, and the service periods of our previously released games and disclosed service periods for our competitor's games that are similar in nature.

        The estimated service periods for our current games range from five months to less than one year.

        For our software products with features we consider to be incidental to the overall product offering and are inconsequential deliverables, such as products which provide limited online features at no additional cost to the consumer, we recognize the related revenues upon the transfer of title and risk of loss of the product to our customer.

        With respect to online transactions, such as online downloads of titles or product add-ons that do not include a more-than-inconsequential separate service deliverable, revenues are recognized when the fee is paid by the online customer to purchase online content and the product is available for download or is activated for gameplay. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable.

        Sales incentives and other consideration given by us to our customers, such as rebates and product placement fees, are considered adjustments of the selling price of our products and are reflected as reductions to revenues. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer's national circular ad, are reflected as sales and marketing expenses when the benefit from the sales incentive is separable from sales to the same customer and we can reasonably estimate the fair value of the benefit.

    Subscription Revenues

        Subscription revenues are mostly derived from World of Warcraft. World of Warcraft is a game that is playable through Blizzard's servers and is generally sold on a subscription-only basis.

        For World of Warcraft, after the first month of free usage that is included with the World of Warcraft boxed software, the World of Warcraft end user may enter into a subscription agreement for additional future access. Revenues associated with the sales of subscriptions via boxed software and prepaid subscription cards, as well as prepaid subscriptions sales, are deferred until the subscription service is activated by the consumer and are then recognized ratably over the subscription period. Value-added service revenues associated with subscriptions are recognized ratably over the estimated service periods.

    Licensing Revenues

        Third-party licensees in Russia, China and Taiwan distribute and host Blizzard's World of Warcraft game in their respective countries under license agreements, for which they pay the Company a royalty. We recognize these royalties as revenues based on the end users' activation of the underlying prepaid time, if all other performance obligations have been completed, or based on usage by the end user, when we have continuing service obligations. We recognize any upfront licensing fees received over the term of the contracts.

F-16


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

        With respect to license agreements that provide customers the right to make multiple copies in exchange for guaranteed amounts, revenues are generally recognized upon delivery of a master copy. Per copy royalties on sales that exceed the guarantee are recognized as earned. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable.

    Other Revenues

        Other revenues primarily include licensing activity of intellectual property other than software to third-parties. Revenues are recorded upon the receipt of licensee statements, or upon the receipt of cash, provided the license period has begun and all performance obligations have been completed.

        Revenues are recorded net of taxes assessed by governmental authorities that are both imposed on and concurrent with the specific revenue-producing transaction between us and our customer, such as sales and value added taxes.

Allowances for Returns, Price Protection, Doubtful Accounts, and Inventory Obsolescence

        We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and the anticipated timing of other releases to assess future demand of current and upcoming titles. Initial volumes shipped upon title launch and subsequent reorders are evaluated with the goal of ensuring that quantities are sufficient to meet the demand from the retail markets, but at the same time are controlled to prevent excess inventory in the channel. We benchmark units to be shipped to our customers using historical and industry data.

        We may permit product returns from, or grant price protection to, our customers under certain conditions. In general, price protection refers to the circumstances in which we elect to decrease, on a short- or longer-term basis, the wholesale price of a product by a certain amount and, when granted and applicable, allow customers a credit against amounts owed by such customers to us with respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sell-through reports to us. We may also consider other factors, including the facilitation of slow-moving inventory and other market factors.

        Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price protection in any accounting period based on estimates of potential future product returns and price protection related to current period product revenues. We estimate the amount of future returns and price protection for current period product revenues utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer. The following factors are used to estimate the amount of future returns and price protection for a particular title: historical performance of titles in similar genres; historical performance of the hardware platform; historical performance of the franchise; console hardware life cycle; sales force and retail customer feedback; industry pricing; future pricing assumptions; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse on-hand inventory levels; the title's recent sell-through history (if available); marketing trade programs; and performance of competing titles. The relative importance of these factors varies among titles depending upon, among other items, genre, platform, seasonality, and sales strategy.

F-17


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

        Based upon historical experience, we believe that our estimates are reasonable. However, actual returns and price protection could vary materially from our allowance estimates due to a number of reasons including, among others, a lack of consumer acceptance of a title, the release in the same period of a similarly themed title by a competitor, or technological obsolescence due to the emergence of new hardware platforms. Material differences may result in the amount and timing of our revenues for any period if factors or market conditions change or if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection. For example, a 1% change in our December 31, 2013 allowance for sales returns, price protection and other allowances would have impacted net revenues by approximately $4 million.

        Similarly, management must make estimates as to the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer creditworthiness, current economic trends, and changes in our customers' payment terms and their economic condition, as well as whether we can obtain sufficient credit insurance. Any significant changes in any of these criteria would affect management's estimates in establishing our allowance for doubtful accounts.

        We regularly review inventory quantities on-hand and in the retail channels. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and net realizable value, based upon assumptions about future demand, which are inherently difficult to assess and dependent on market conditions. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.

Shipping and Handling

        Shipping and handling costs, which consist primarily of packaging and transportation charges incurred to move finished goods to customers, are included in "Cost of sales—product costs."

Advertising Expenses

        We expense advertising as incurred, except for production costs associated with media advertising, which are deferred and charged to expense when the related advertisement is run for the first time. Advertising expenses for the years ended December 31, 2013, 2012, and 2011 were $401 million, $396 million, and $343 million, respectively, and are included in "Sales and marketing expense" in the consolidated statements of operations.

Income Taxes

        We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC Topic 740, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is

F-18


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of "more likely than not" that they will be realized in the future, a valuation allowance is recorded.

        We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in "Income tax expense."

Foreign Currency Translation

        All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date, and revenue and expenses are translated at average exchange rates during the period. The resulting translation adjustments are reflected as a component of "Accumulated other comprehensive income (loss)" in shareholders' equity.

Earnings (Loss) Per Common Share

        "Basic earnings (loss) per common share" is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. "Diluted earnings per share" is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding, increased by the weighted average number of common stock equivalents. Common stock equivalents are calculated using the treasury stock method and represent incremental shares issuable upon exercise of our outstanding options. However, potential common shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.

        When we determine whether instruments granted in stock-based payment transactions are participating securities, unvested stock-based awards which include the right to receive non-forfeitable dividends or dividend equivalents are considered to participate with common stock in undistributed earnings. With participating securities, we are required to calculate basic and diluted earnings per common share amounts under the two-class method. The two-class method excludes from the earnings per common share calculation any dividends paid or owed to participating securities and any undistributed earnings considered to be attributable to participating securities.

Stock-Based Compensation

        We account for stock-based compensation in accordance with ASC Topic 718-10, Compensation—Stock Compensation, and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees. Stock-based compensation expense is recognized during the requisite service period (that is, the period for which the employee is being compensated) and is based on the value of stock-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense recognized in our consolidated statements of operations for the years ended December 31, 2013, 2012, and 2011 included both compensation expense for stock- based payment awards granted by Activision, Inc. prior to, but not yet vested as of July 9, 2008, based on the revalued fair value estimated at July 9, 2008, and compensation expense for the stock-based payment awards granted by us subsequent to July 9, 2008.

F-19


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

        We estimate the value of stock-based payment awards on the measurement date using a binomial-lattice model. Our determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

        We generally determine the fair value of restricted stock rights (including restricted stock units, restricted stock awards and performance shares) based on the closing market price of the Company's common stock on the date of grant. Certain restricted stock rights granted to our employees and senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based restricted stock rights at the closing market price of the Company's common stock on the date of grant. Each quarter, we update our assessment of the probability that the specified performance criteria will be achieved. We amortize the fair values of performance-based restricted stock rights over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. We estimate the fair value of market-based restricted stock rights at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based restricted stock rights at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based restricted stock rights at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.

        See Note 15 of the Notes to Consolidated Financial Statements.

3. Cash and Cash Equivalents

        The following table summarizes the components of our cash and cash equivalents with original maturities of three months or less at the date of purchase (amounts in millions):

 
  At December 31,  
 
  2013   2012  

Cash

  $ 377   $ 425  

Time deposits

    3     23  

Foreign government treasury bills

    30      

Money market funds

    4,000     3,511  
           

Cash and cash equivalents

  $ 4,410   $ 3,959  
           
           

F-20


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

4. Investments

        The following table summarizes our short-term and long-term investments at December 31, 2013 and 2012 (amounts in millions):

At December 31, 2013
  Amortized
cost
  Gross
unrealized
gains
  Gross
unrealized
losses
  Fair
Value
 

Short-term investments:

                         

Available-for-sale investments:

                         

U.S. treasuries and government agency securities

  $ 21   $   $   $ 21  

Restricted cash

                      12  
                         

Total short-term investments

                    $ 33  
                         
                         

Long-term investments:

                         

Available-for-sale investments:

                         

Auction rate securities held through Morgan Stanley Smith Barney LLC

  $ 8   $ 1   $   $ 9  

 

At December 31, 2012
  Amortized
cost
  Gross
unrealized
gains
  Gross
unrealized
losses
  Fair
Value
 

Short-term investments:

                         

Available-for-sale investments:

                         

U.S. treasuries and government agency securities

  $ 387   $   $   $ 387  

Corporate bonds

    11             11  

Restricted cash

                      18  
                         

Total short-term investments

                    $ 416  
                         
                         

Long-term investments:

                         

Available-for-sale investments:

                         

Auction rate securities held through Morgan Stanley Smith Barney LLC

  $ 8   $   $   $ 8  

        The following table summarizes the contractually stated maturities of our short-term and long-term investments classified as available-for-sale at December 31, 2013 (amounts in millions):

At December 31, 2013
  Amortized
cost
  Fair
Value
 

U.S. treasuries and government agency securities due in 1 year or less

  $ 21   $ 21  

Auction rate securities due after ten years

    8     9  
           

  $ 29   $ 30  
           
           

F-21


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

5. Inventories, Net

        Our inventories, net consist of the following (amounts in millions):

 
  At December 31,  
 
  2013   2012  

Finished goods

  $ 149   $ 171  

Purchased parts and components

    22     38  
           

Inventories, net

  $ 171   $ 209  
           
           

        Inventory reserves were $42 million and $22 million at December 31, 2013 and 2012, respectively.

6. Software Development and Intellectual Property Licenses

        The following table summarizes the components of our capitalized software development costs and intellectual property licenses (amounts in millions):

 
  At
December 31,
2013
  At
December 31,
2012
 

Internally developed software costs

  $ 189   $ 159  

Payments made to third-party software developers

    199     134  
           

Total software development costs

  $ 388   $ 293  
           
           

Intellectual property licenses

  $ 11   $ 41  

        Amortization, write-offs and impairments of capitalized software development costs and intellectual property licenses are comprised of the following (amounts in millions):

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Amortization of capitalized software development costs and intellectual property licenses

  $ 195   $ 205   $ 258  

Write-offs and impairments

    29     12     60  

F-22


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

7. Property and Equipment, Net

        Property and equipment, net was comprised of the following (amounts in millions):

 
  At December 31,  
 
  2013   2012  

Land

  $ 1   $ 1  

Buildings

    5     5  

Leasehold improvements

    96     80  

Computer equipment

    424     362  

Office furniture and other equipment

    60     65  
           

Total cost of property and equipment

    586     513  

Less accumulated depreciation

    (448 )   (372 )
           

Property and equipment, net

  $ 138   $ 141  
           
           

        Depreciation expense for the years ended December 31, 2013, 2012, and 2011 was $84 million, $90 million, and $75 million, respectively.

        Rental expense was $35 million, $37 million and $38 million for the years ended December 31, 2013, 2012, and 2011, respectively.

F-23


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

8. Intangible Assets, Net

        Intangible assets, net consist of the following (amounts in millions):

 
  At December 31, 2013  
 
  Estimated
useful
lives
  Gross
carrying
amount
  Accumulated
amortization
  Net carrying
amount
 

Acquired definite-lived intangible assets:

                       

License agreements and other

  3 - 10 years   $ 98   $ (90 ) $ 8  

Internally-developed franchises

  11 - 12 years     309     (274 )   35  
                   

Total definite-lived intangible assets

      $ 407   $ (364 ) $ 43  
                   
                   

Acquired indefinite-lived intangible assets:

                       

Activision trademark

  Indefinite                 386  

Acquired trade names

  Indefinite                 47  
                       

Total indefinite-lived intangible assets

                  $ 433  
                       
                       

 

 
  At December 31, 2012  
 
  Estimated
useful
lives
  Gross
carrying
amount
  Accumulated
amortization
  Net carrying
amount
 

Acquired definite-lived intangible assets:

                       

License agreements and other

  3 - 10 years   $ 98   $ (88 ) $ 10  

Internally-developed franchises

  11 - 12 years     309     (251 )   58  
                   

Total definite-lived intangible assets

      $ 407   $ (339 ) $ 68  
                   
                   

Acquired indefinite-lived intangible assets:

                       

Activision trademark

  Indefinite                 386  

Acquired trade names

  Indefinite                 47  
                       

Total indefinite-lived intangible assets

                  $ 433  
                       
                       

        Amortization expense of intangible assets was $24 million, $30 million, and $72 million for the years ended December 31, 2013, 2012, and 2011, respectively.

        At December 31, 2013, future amortization of definite-lived intangible assets is estimated as follows (amounts in millions):

2014

  $ 15  

2015

    12  

2016

    7  

2017

    4  

2018

    3  

Thereafter

    2  
       

Total

  $ 43  
       
       

        We did not record any impairment charges against our intangible assets for the years ended December 31, 2013, 2012 and 2011.

F-24


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

9. Goodwill

        The changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2013 and 2012 are as follows (amounts in millions):

 
  Activision   Blizzard   Total  

Balance at December 31, 2011

  $ 6,933   $ 178   $ 7,111  

Tax benefit credited to goodwill

    (5 )       (5 )
               

Balance at December 31, 2012

  $ 6,928   $ 178   $ 7,106  

Tax benefit credited to goodwill

    (13 )       (13 )

Foreign exchange

    (1 )       (1 )
               

Balance at December 31, 2013

  $ 6,914   $ 178   $ 7,092  
               
               

        The tax benefit credited to goodwill represents the tax deduction resulting from the exercise of stock options that were outstanding and vested at the consummation of the Business Combination and included in the purchase price of the Company, to the extent that the tax deduction did not exceed the fair value of those options. Conversely, to the extent that the tax deduction did exceed the fair value of those options, the tax benefit is credited to additional paid-in capital.

        During our 2011 annual impairment testing, the Company identified and recorded a $12 million impairment of goodwill, which was equal to the carrying amount of goodwill, related to the Distribution reporting unit. The impairment charge was recorded to "General and administrative" expense in the statement of operations. The impairment was due to declines in our expected future performance of the distribution business, which was a reflection of a continuing shift in the distribution of interactive entertainment software from retail distribution channels towards digital distribution and online gaming.

        At December 31, 2013 and 2012, the gross goodwill and accumulated impairment losses by reporting unit are as follows:

 
  Activision   Blizzard   Total  

Balance at December 31, 2012:

                   

Goodwill

  $ 6,928   $ 178   $ 7,106  

Accumulated impairment losses

             
               

Total

  $ 6,928   $ 178   $ 7,106  
               
               

Balance at December 31, 2013:

                   

Goodwill

  $ 6,914   $ 178   $ 7,092  

Accumulated impairment losses

             
               

Total

  $ 6,914   $ 178   $ 7,092  
               
               

10. Current Accrued Expenses and Other Liabilities, and Other Current Assets

        Included in "Accrued expenses and other liabilities" of our consolidated balance sheets are accrued payroll related costs of $254 million and $280 million at December 31, 2013 and 2012, respectively.

        Included in "Other current assets" of our consolidated balance sheets are deferred cost of sales—product costs of $240 million and $245 million at December 31, 2013 and 2012, respectively.

F-25


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

11. Fair Value Measurements

Fair Value Measurements on a Recurring Basis

        FASB literature regarding fair value measurements for financial and non-financial assets and liabilities establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of "observable inputs" and minimize the use of "unobservable inputs." The three levels of inputs used to measure fair value are as follows:

    Level 1—Quoted prices in active markets for identical assets or liabilities;

    Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data; and

    Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

        The table below segregates all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date (amounts in millions):

 
   
  Fair Value Measurements at
December 31, 2013 Using
   
 
   
  Quoted
Prices in
Active
Markets for
Identical
Assets
   
   
   
 
   
  Significant
Other
Observable
Inputs
   
   
 
   
  Significant
Unobservable
Inputs
   
 
  As of
December 31,
2013
  Balance Sheet
Classification
 
  (Level 1)   (Level 2)   (Level 3)

Recurring fair value measurements:

                           

Money market funds

  $ 4,000   $ 4,000   $   $   Cash and cash equivalents

Foreign government treasury bills

    30     30           Cash and cash equivalents

U.S. treasuries and government agency securities

    21     21           Short-term investments

Auction rate securities ("ARS")

    9             9   Long-term investments
                     

Total recurring fair value measurements

  $ 4,060   $ 4,051   $   $ 9    
                     
                     

F-26


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

11. Fair Value Measurements (Continued)

 

 
   
  Fair Value Measurements at
December 31, 2012 Using
   
 
   
  Quoted
Prices in
Active
Markets for
Identical
Assets
   
   
   
 
   
  Significant
Other
Observable
Inputs
   
   
 
   
  Significant
Unobservable
Inputs
   
 
  As of
December 31,
2012
  Balance Sheet
Classification
 
  (Level 1)   (Level 2)   (Level 3)

Recurring fair value measurements:

                           

Money market funds

  $ 3,511   $ 3,511   $   $   Cash and cash equivalents

U.S. treasuries and government agency securities

    387     387           Short-term investments

Corporate bonds

    11     11           Short-term investments

ARS

    8             8   Long-term investments
                     

Total recurring fair value measurements

  $ 3,917   $ 3,909   $   $ 8    
                     
                     

        The following tables provide a reconciliation of the beginning and ending balances of our financial assets classified as Level 3 by major categories (amounts in millions) at December 31, 2013 and 2012, respectively:

 
  Level 3  
 
  ARS(a)   Total
financial
assets at
fair
value
 

Balance at December 31, 2011

  $ 16   $ 16  

Total unrealized gains included in other comprehensive income

    2     2  

Settlements

    (10 )   (10 )
           

Balance at December 31, 2012

  $ 8   $ 8  

Total unrealized gains included in other comprehensive income

    1     1  
           

Balance at December 31, 2013

  $ 9   $ 9  
           
           

(a)
Fair value measurements have been estimated using an income-approach model. When estimating the fair value, we consider both observable market data and non-observable factors, including credit quality, duration, insurance wraps, collateral composition, maximum rate formulas, comparable trading instruments, and the likelihood of redemption. Significant assumptions used in the analysis include estimates for interest rates, spreads, cash flow timing and amounts, and holding periods of the securities. At December 31, 2013, assets measured at fair value using significant unobservable inputs

F-27


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

11. Fair Value Measurements (Continued)

    (Level 3), all of which were ARS, represent less than 1% of our financial assets measured at fair value on a recurring basis.

    Foreign Currency Forward Contracts Not Designated as Hedges

            We transact business in various currencies other than the U.S. dollar and have significant international sales and expenses denominated in currencies other than the U.S. dollar, subjecting us to currency exchange rate risks. To mitigate our risk from foreign currency fluctuations we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year. All foreign currency contracts are backed, in amount and by maturity, by an identified economic underlying item. In recent years, Vivendi has been our principal counterparty for our currency derivative contracts, but in connection with the Purchase Transaction described in Note 1 of the Notes to Consolidated Financial Statements, we terminated our cash management services agreement with Vivendi as of October 31, 2013. Further, we have not had any outstanding currency derivative contracts with Vivendi as the counterparty since July 3, 2013. Since the consummation of the Purchase Transaction, our counterparties for our currency derivative contracts have been large and reputable commercial or investment banks. The gross notional amount of outstanding foreign currency contracts was $34 million and $355 million at December 31, 2013 and 2012, respectively. The fair value of foreign currency contracts is estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the relevant period and was not material as of December 31, 2013 or 2012.

            We do not hold or purchase any foreign currency contracts for trading or speculative purposes and we do not designate these contracts as hedging instruments. Accordingly, we report the fair value of these contracts within "Other current assets" or "Other current liabilities" in our consolidated balance sheets and the changes in fair value within "General and administrative expense" and "Interest and other investment income (expense), net" in our consolidated statements of operations, depending on the nature of the contracts. For the year ended December 31, 2013, pre-tax net gains were not material. For the years ended December 31, 2012 and 2011, we recognized a pre-tax net gain of $7 million and a pre-tax net loss of $8 million, respectively.

    Fair Value Measurements on a Non-Recurring Basis

            We measure the fair value of certain assets on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

            For the years ended December 31, 2013 and 2012, there were no impairment charges related to assets that are measured on a non-recurring basis. For the year ended December 31, 2011, we identified and recorded an impairment of $12 million related to the Distribution reporting unit. The decrease in fair value of the reporting unit was primarily due to the decrease of forecasted revenue from our Distribution segment in view of the industry's trend towards digital distribution.

F-28


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

11. Fair Value Measurements (Continued)

            The tables below present intangible assets that were measured at fair value on a non-recurring basis at December 31, 2011 (amounts in millions):

 
   
  Fair Value Measurements at
December 31, 2011 Using
   
 
 
   
  Quoted
Prices in
Active
Markets for
Identical
Financial
Instruments
   
   
   
 
 
   
  Significant
Other
Observable
Inputs
   
   
 
 
   
  Significant
Unobservable
Inputs
   
 
 
  As of
December 31,
2011
  Total Losses  
 
  (Level 1)   (Level 2)   (Level 3)  

Non-financial assets:

                               

Goodwill

  $ 7,111   $   $   $ 7,111   $ 12  
                       

Total non-financial assets at fair value

  $ 7,111   $   $   $ 7,111   $ 12  
                       
                       

    12. Debt

            The proceeds from the credit facilities and the unsecured senior notes, as described below, were used to fund the Purchase Transaction disclosed in Note 1 of the Notes to Consolidated Financial Statements.

    Credit Facilities

            On October 11, 2013, in connection and simultaneously with the Purchase Transaction, we entered into a credit agreement (the "Credit Agreement") for a $2.5 billion secured term loan facility (the "Term Loan"), maturing in October 2020, and a $250 million secured revolving credit facility (the "Revolver" and, together with the Term Loan, the "Credit Facilities"), maturing in October 2018. A portion of the Revolver can be used to issue letters of credit of up to $50 million, subject to the availability of the Revolver. To date, we have not drawn on the Revolver.

            Borrowings under the Term Loan and the Revolver bear interest, payable on a quarterly basis, at an annual rate equal to an applicable margin plus, at our option, (A) a base rate determined by reference to the highest of (a) the interest rate in effect determined by the administrative agent as its "prime rate," (b) the federal funds rate plus 0.5%, and (c) the London InterBank Offered Rate ("LIBOR") rate for an interest period of one month plus 1.00%, or (B) LIBOR. LIBOR borrowings under the Term Loan will be subject to a LIBOR floor of 0.75%. At December 31, 2013, the Credit Facilities bore interest at 3.25%. In certain circumstances, our applicable interest rate under the Credit Facilities would increase.

            In addition to paying interest on outstanding principal balances under the Credit Facilities, we are required to pay the lenders a commitment fee on unused commitments under the Revolver. Commitment fees are recorded within "Interest and other investment income (expense), net" on the consolidated statement of operations. We are also required to pay customary letter of credit fees and agency fees.

            We are required to make quarterly principal repayments of 0.25% of the Term Loan's original principal amount, with the balance due on the maturity date. Amounts borrowed under the Term Loan

F-29


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

12. Debt (Continued)

    and repaid may not be re-borrowed. On February 11, 2014, we made a voluntary repayment of $375 million on our Term Loan. This repayment satisfies the required quarterly principal repayments.

            The Credit Facilities are guaranteed by certain of the Company's U.S. subsidiaries, whose assets represent approximately 70% of our consolidated assets. The Credit Agreement contains customary covenants that place restrictions in certain circumstances on, among other things, the incurrence of debt, granting of liens, payment of dividends, sales of assets and mergers and acquisitions. If our obligations under the Revolver exceed 15% of the total facility amount as of the end of any fiscal quarter (subject to certain exclusions for letters of credit), we are also subject to certain financial covenants. A violation of any of these covenants could result in an event of default under the Credit Agreement. Upon the occurrence of such event of default or certain other customary events of default, payment of any outstanding amounts under the Credit Agreement may be accelerated, and the lenders' commitments to extend credit under the Credit Agreement may be terminated. In addition, an event of default under the Credit Agreement could, under certain circumstances, permit the holders of other outstanding unsecured debt, including the debt holders described below, to accelerate the repayment of such obligations. The Company was in compliance with the terms of the Credit Facilities as of December 31, 2013.

    Unsecured Senior Notes

            On September 19, 2013, we issued, at par, $1.5 billion of 5.625% unsecured senior notes due September 2021 (the "2021 Notes") and $750 million of 6.125% unsecured senior notes due September 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes") in a private offering to qualified institutional buyers made in accordance with Rule 144A under the Securities Act of 1933, as amended.

            The Notes are general senior obligations of the Company and rank pari passu in right of payment to all of the Company's existing and future senior indebtedness, including the Credit Facilities described above. The Notes are guaranteed on a senior basis by the Guarantors. The Notes and related guarantees are not secured and are effectively subordinated to any of the Company's existing and future indebtedness that is secured, including the Credit Facilities. The Notes contain customary covenants that place restrictions in certain circumstances on, among other things, the incurrence of debt, granting of liens, payment of dividends, sales of assets and mergers and acquisitions. The Company was in compliance with the terms of the Notes as of December 31, 2013.

            Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2014. As of December 31, 2013, we had interest payable of $38 million related to the Notes recorded within "Accrued expenses and other liabilities" in our consolidated balance sheet.

            We may redeem the 2021 Notes on or after September 15, 2016 and the 2023 Notes on or after September 15, 2018, in whole or in part on any one or more occasions, at specified redemption prices, plus accrued and unpaid interest. At any time prior to September 15, 2016, with respect to the 2021 Notes, and at any time prior to September 15, 2018, with respect to the 2023 Notes, we may also redeem some or all of the Notes by paying a "make-whole premium", plus accrued and unpaid interest. Upon the occurrence of one or more qualified equity offerings, we may also redeem up to 35% of the aggregate principal amount of each of the 2021 Notes and 2023 Notes outstanding with the net cash proceeds from such offerings. The Notes are repayable, in whole or in part and at the option of the

F-30


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

12. Debt (Continued)

    holders, upon the occurrence of a change in control and a ratings downgrade, at a purchase price equal to 101% of principal, plus accrued and unpaid interest. These redemption options are considered clearly and closely related to the Notes and are not accounted for separately upon issuance.

            For the year ended December 31, 2013, we recorded $52 million of fees associated with the closing of the Term Loan and the Notes as debt discount, which reduced the carrying value of the Term Loan and the Notes. The debt discount will be amortized over the respective terms of the Term Loan and the Notes. Amortization expense is recorded within "Interest and other investment income (expense), net" in our consolidated statement of operations.

            A summary of our debt is as follows (amounts in millions):

 
  December 31, 2013  
 
  Gross Carrying
Amount
  Unamortized
Discount
  Net Carrying
Amount
 

Term Loan

  $ 2,494   $ (12 ) $ 2,482  

2021 Notes

    1,500     (26 )   1,474  

2023 Notes

    750     (13 )   737  
               

Total debt

  $ 4,744   $ (51 ) $ 4,693  

Less: current portion of long-term debt

    (25 )       (25 )
               

Total long-term debt

  $ 4,719   $ (51 ) $ 4,668  
               
               

            For the year ended December 31, 2013, interest expense was $57 million. Amortization of the debt discount for the Credit Facilities and Notes was $1 million and commitment fees for the Revolver were not material.

            As of December 31, 2013, the scheduled maturities and contractual principal repayments of our debt for each of the five succeeding years are as follows (amounts in millions):

For the year ending December 31,

       

2014

  $ 25  

2015

    25  

2016

    25  

2017

    25  

2018

    25  

Thereafter

    4,619  
       

Total

  $ 4,744  
       
       

            As of December 31, 2013, the carrying value of the Term Loan approximates the fair value, as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. As of December 31, 2013, the fair values of the 2021 Notes and 2023 Notes, based on Level 2 inputs, were $1,559 million and $785 million, respectively.

F-31


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

12. Debt (Continued)

        On February 11, 2014, we made a voluntary $375 million repayment on the Term Loan. The repayment reduces the outstanding principal balance by $375 million. The repayment also satisfies the required quarterly principal repayments. The scheduled maturities and contractual principal repayments of our debt, as shown in table above, are reduced by $25 million for each of the years ended December 31, 2014 through 2018 and by $250 million thereafter. Since this voluntary principal repayment was not a contractual requirement as of December 31, 2013 and the Board of Directors did not approve the repayment until January 2014, only the contractual principal repayment of $25 million for 2014 has been reflected as "Current portion of long-term debt" in our consolidated balance sheet as of December 31, 2013.

Deferred Financing Costs

        Costs incurred to obtain our long-term debt are amortized over the terms of the respective debt agreements using a straight-line basis for costs related to the Revolver and the interest earned method for costs related to the Term Loan and Notes. For the year ended December 31, 2013, we recorded $7 million of deferred financing costs within "Other assets—non-current" in our consolidated balance sheet. For the year ended December 31, 2013, amortization expense related to the deferred financing costs was not material and is recorded within "Interest and other investment income (expense), net" in our consolidated statement of operations.

13. Accumulated Other Comprehensive Income (Loss)

        The components of accumulated other comprehensive income (loss) at December 31, 2013 and 2012, were as follows (amounts in millions):

 
  For the Year Ended December 31, 2013  
 
  Foreign currency
translation
adjustments
  Unrealized gain
on available-for-
sale securities
  Total  

Balance at December 31, 2012

  $ (26 ) $   $ (26 )

Other comprehensive income (loss) before reclassifications

    93     1     94  

Amounts reclassified from accumulated other comprehensive income (loss)

             
               

Balance at December 31, 2013

  $ 67   $ 1   $ 68  
               
               

 

 
  For the Year Ended December 31, 2012  
 
  Foreign currency
translation
adjustments
  Unrealized gain
on available-for-
sale securities
  Total  

Balance at December 31, 2011

  $ (72 ) $   $ (72 )

Other comprehensive income (loss) before reclassifications

    46         46  

Amounts reclassified from accumulated other comprehensive income (loss)

             
               

Balance at December 31, 2012

  $ (26 ) $   $ (26 )
               
               

F-32


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

13. Accumulated Other Comprehensive Income (Loss) (Continued)

        Income taxes were not provided for foreign currency translation items as these are considered indefinite investments in non-U.S. subsidiaries.

14. Operating Segments and Geographic Region

        Our operating segments are consistent with our internal organizational structure, the manner in which our operations are reviewed and managed by our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), the manner in which we assess operating performance and allocate resources, and the availability of separate financial information. Currently, we conduct our business through three operating segments: Activision, Blizzard and Distribution (see Note 1 of the Notes to Consolidated Financial Statements). We do not aggregate operating segments.

        The CODM reviews segment performance exclusive of the impact of the change in deferred revenues and related cost of sales with respect to certain of our online-enabled games, stock-based compensation expense, restructuring expense, amortization of intangible assets as a result of purchase price accounting, impairment of goodwill and intangible assets, and expenses related to the Purchase Transaction and related debt financings. The CODM does not review any information regarding total assets on an operating segment basis, and accordingly, no disclosure is made with respect thereto. Information on the operating segments and reconciliations of total net revenues and total segment operating income to consolidated net revenues from external customers and consolidated income before income tax expense for the years ended December 31, 2013, 2012, and 2011 are presented below (amounts in millions):

 
  Years Ended December 31,  
 
  2013   2012   2011   2013   2012   2011  
 
  Net revenues   Income (loss) from
operations before income
tax expense
 

Activision

  $ 2,895   $ 3,072   $ 2,828   $ 971   $ 970   $ 851  

Blizzard

    1,124     1,609     1,243     376     717     496  

Distribution

    323     306     418     8     11     11  
                           

Operating segments total

    4,342     4,987     4,489     1,355     1,698     1,358  

Reconciliation to consolidated net revenues / consolidated income before income tax expense:

   
 
   
 
   
 
   
 
   
 
   
 
 

Net effect from deferral of net revenues and related cost of sales

    241     (131 )   266     229     (91 )   183  

Stock-based compensation expense

                (110 )   (126 )   (103 )

Restructuring

                        (26 )

Amortization of intangible assets

                (23 )   (30 )   (72 )

Impairment of goodwill

                        (12 )

Fees and other expenses related to the Purchase Transaction and related debt financings

                (79 )        
                           

Consolidated net revenues / operating income

  $ 4,583   $ 4,856   $ 4,755   $ 1,372   $ 1,451   $ 1,328  
                                 
                                 

Interest and other investment income (expense), net

                      (53 )   7     3  
                                 

Consolidated income before income tax expense

                    $ 1,319   $ 1,458   $ 1,331  
                                 
                                 

        For the year ended December 31, 2011, included in the restructuring expense above was the restructuring expense of $1 million, related to the Business Combination consummated in July 2008,

F-33


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

14. Operating Segments and Geographic Region (Continued)

reflected in "General and administrative expense" in our consolidated statement of operations. See Note 16 of the Notes to Consolidated Financial Statements for more detail.

        Geographic information presented below for the years ended December 31, 2013, 2012, and 2011 is based on the location of the selling entity. Net revenues from external customers by geographic region were as follows (amounts in millions):

 
  Years ended
December 31,
 
 
  2013   2012   2011  

Net revenues by geographic region:

                   

North America

  $ 2,414   $ 2,436   $ 2,405  

Europe

    1,826     1,968     1,990  

Asia Pacific

    343     452     360  
               

Total consolidated net revenues

  $ 4,583   $ 4,856   $ 4,755  
               
               

        The Company's net revenues in the U.S. were 51%, 48%, and 49% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively. The Company's net revenues in the U.K. were 14%, 14%, and 16% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively. The Company's net revenues in France were 12%, 13%, and 14% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively. No other country's net revenues exceeded 10% of consolidated net revenues.

        Net revenues by platform were as follows (amounts in millions):

 
  Years Ended
December 31,
 
 
  2013   2012   2011  

Net revenues by platform:

                   

Console

  $ 2,379   $ 2,186   $ 2,439  

Online subscriptions(1)

    912     986     1,357  

Other(2)

    629     703     259  

PC

    340     675     282  
               

Total platform net revenues

    4,260     4,550     4,337  

Distribution

    323     306     418  
               

Total consolidated net revenues

  $ 4,583   $ 4,856   $ 4,755  
               
               

(1)
Revenues from online subscriptions consist of revenues from all World of Warcraft products, including subscriptions, boxed products, expansion packs, licensing royalties, value-added services, and revenues from Call of Duty Elite memberships.

(2)
Revenues from other include revenues from handheld and mobile devices, as well as non-platform specific game related revenues such as standalone sales of toys and accessories products from the Skylanders franchise and other physical merchandise and accessories.

F-34


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

14. Operating Segments and Geographic Region (Continued)

        Long-lived assets by geographic region at December 31, 2013, 2012, and 2011 were as follows (amounts in millions):

 
  Years Ended
December 31,
 
 
  2013   2012   2011  

Long-lived assets* by geographic region:

                   

North America

  $ 102   $ 90   $ 105  

Europe

    29     40     46  

Asia Pacific

    7     11     12  
               

Total long-lived assets by geographic region

  $ 138   $ 141   $ 163  
               
               

*
The only long-lived assets that we classify by region are our long-term tangible fixed assets, which only include property, plant and equipment assets; all other long-term assets are not allocated by location.

        For information regarding significant customers, see "Concentration of Credit Risk" in Note 2 of the Notes to Consolidated Financial Statements.

15. Stock-Based Compensation

Activision Blizzard Equity Incentive Plans

        The Activision Blizzard Inc. 2008 Incentive Plan was adopted by our Board on July 28, 2008, approved by our stockholders and amended and restated by our Board on September 24, 2008, further amended and restated by our Board with stockholder approval on June 3, 2009, further amended and restated by the Compensation Committee of our Board with stockholder approval on December 17, 2009, further amended and restated by our Board and the Compensation Committee of our Board with shareholder approval on June 3, 2010, and further amended and restated by our Board with shareholder approval on June 7, 2012 (as so amended and restated, the "2008 Plan"). The 2008 Plan authorizes the Compensation Committee of our Board of Directors to provide stock-based compensation in the form of stock options, share appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other performance- or value-based awards structured by the Compensation Committee within parameters set forth in the 2008 Plan, including custom awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of our common stock, or factors that may influence the value of our common stock or that are valued based on our performance or the performance of any of our subsidiaries or business units or other factors designated by the Compensation Committee, as well as incentive bonuses, for the purpose of providing incentives and rewards for performance to the directors, officers, and employees of, and consultants to, Activision Blizzard and its subsidiaries.

        While the Compensation Committee has broad discretion to create equity incentives, our stock-based compensation program for the most part currently utilizes a combination of options and restricted stock units. Options have time-based vesting schedules, generally vesting annually over a period of three to five years, and all options expire ten years from the grant date. Restricted stock units either have time-based vesting schedules, generally vesting in their entirety on an anniversary of the

F-35


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

15. Stock-Based Compensation (Continued)

date of grant, or vesting annually over a period of three to five years, or vest only if certain performance measures are met. In addition, under the terms of the 2008 Plan, the exercise price for the options must be equal to or greater than the closing price per share of our common stock on the date the award is granted, as reported on NASDAQ.

        At December 31, 2013, 34 million shares of our common stock were available for issuance under the 2008 Plan. The number of shares of our common stock reserved for issuance under the 2008 Plan may be further increased from time to time by: (i) the number of shares relating to awards outstanding under any prior stock compensation plans that: (a) expire, or are forfeited, terminated or cancelled, without the issuance of shares; (b) are settled in cash in lieu of shares; or (c) are exchanged, prior to the issuance of shares of our common stock, for awards not involving our common stock; and (ii) if the exercise price of any option outstanding under any prior plan is, or the tax withholding requirements with respect to any award outstanding under any prior plan are, satisfied by withholding shares otherwise then deliverable in respect of the award or the actual or constructive transfer to the Company of shares already owned, the number of shares equal to the withheld or transferred shares. At December 31, 2013, we had approximately 45 million shares of our common stock reserved for future issuance under the 2008 Plan. Shares issued in connection with awards made under the 2008 Plan are generally issued as new stock issuances.

Method and Assumptions on Valuation of Stock Options

        Our employee stock options have features that differentiate them from exchange-traded options. These features include lack of transferability, early exercise, vesting restrictions, pre- and post-vesting termination provisions, blackout dates, and time-varying inputs. A binomial-lattice model was selected because it is better able to explicitly address these features than closed-form models such as the Black-Scholes model, and is able to reflect expected future changes in model inputs, including changes in volatility, during the option's contractual term.

        We have estimated expected future changes in model inputs during the option's contractual term. The inputs required by our binomial-lattice model include expected volatility, risk-free interest rate, risk-adjusted stock return, dividend yield, contractual term, and vesting schedule, as well as measures of employees' forfeiture, exercise, and post-vesting termination behavior. Statistical methods were used to estimate employee rank-specific termination rates. These termination rates, in turn, were used to model the number of options that are expected to vest and post-vesting termination behavior. Employee rank-specific estimates of Expected Time-To-Exercise ("ETTE") were used to reflect employee exercise behavior. ETTE was estimated by using statistical procedures to first estimate the conditional probability of exercise occurring during each time period, conditional on the option surviving to that time period and then using those probabilities to estimate ETTE. The model was calibrated by adjusting parameters controlling exercise and post-vesting termination behavior so that the measures output by the model matched values of these measures that were estimated from historical data.

F-36


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

15. Stock-Based Compensation (Continued)

        The following tables present the weighted-average assumptions and the weighted-average fair value at grant date using the binomial-lattice model:

 
  Employee and
Director Options
 
 
  For the Years
Ended December 31,
 
 
  2013   2012   2011  

Expected life (in years)

    6.44     7.05     6.58  

Risk free interest rate

    1.86 %   1.12 %   1.91 %

Volatility

    39.00 %   40.76 %   43.50 %

Dividend yield

    1.08 %   1.65 %   1.34 %

Weighted-average fair value at grant date

  $ 4.97   $ 3.47   $ 4.17  

        To estimate volatility for the binomial-lattice model, we use methods that consider the implied volatility method based upon the volatilities for exchange-traded options on our stock to estimate short-term volatility, the historical method (annualized standard deviation of the instantaneous returns on Activision Blizzard's stock) during the option's contractual term to estimate long-term volatility, and a statistical model to estimate the transition or "mean reversion" from short-term volatility to long-term volatility. Based on these methods, for options granted during the year ended December 31, 2013, the expected stock price volatility ranged from 25.73% to 39.00%.

        As is the case for volatility, the risk-free rate is assumed to change during the option's contractual term. Consistent with the calculation required by a binomial-lattice model, the risk-free rate reflects the expected movement in the interest rate from one time period to the next ("forward rate") as opposed to the interest rate from the grant date to the given time period ("spot rate"). The expected dividend yield assumption for options granted during the year ended December 31, 2013 is based on the Company's historical and expected future amount of dividend payouts.

        The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is an output from the binomial-lattice model. The expected life of employee stock options depends on all of the underlying assumptions and calibration of our model. A binomial-lattice model can be viewed as assuming that employees will exercise their options when the stock price equals or exceeds an exercise multiples, of which the multiple is based on historical employee exercise behaviors.

        As stock-based compensation expense recognized in the consolidated statement of operations for the years ended December 31, 2013, 2012, and 2011 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.

Accuracy of Fair Value Estimates

        We developed the assumptions used in the binomial-lattice model, including model inputs and measures of employees' exercise and post-vesting termination behavior. Our ability to accurately estimate the fair value of stock-based payment awards at the grant date depends upon the accuracy of the model and our ability to accurately forecast model inputs as long as ten years into the future.

F-37


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

15. Stock-Based Compensation (Continued)

These inputs include, but are not limited to, expected stock price volatility, risk-free rate, dividend yield, and employee termination rates. Although the fair value of employee stock options is determined using an option-pricing model, the estimates that are produced by this model may not be indicative of the fair value observed between a willing buyer and a willing seller. Unfortunately, it is difficult to determine if this is the case, as markets do not currently exist that permit the active trading of employee stock option and other stock-based instruments.

Stock Option Activities

        Stock option activities for the year ended December 31, 2013 are as follows (amounts in millions, except number of shares, which are in thousands, and per share amounts):

 
  Shares   Weighted-average
exercise price
  Weighted-average
remaining
contractual term
  Aggregate
intrinsic value
 

Outstanding stock options at December 31, 2012

    51,748   $ 11.45              

Granted

    3,506     17.58              

Exercised

    (16,001 )   9.91              

Forfeited

    (267 )   11.93              

Expired

    (182 )   11.62              
                         

Outstanding stock options at December 31, 2013

    38,804     12.63     5.82   $ 202  
                         
                         

Vested and expected to vest at December 31, 2013

    37,856   $ 12.58     5.17   $ 199  

Exercisable at December 31, 2013

    29,397   $ 12.27     4.99   $ 165  

        The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e. the difference between our closing stock price on the last trading day of the period and the exercise price, times the number of shares for options where the exercise price is below the closing stock price) that would have been received by the option holders had all option holders exercised their options on that date. This amount changes based on the market value of our stock. The total intrinsic value of options actually exercised was $104 million, $25 million, and $47 million for the years ended December 31, 2013, 2012, and 2011, respectively. The total grant date fair value of options vested was $29 million, $47 million, and $57 million for the years ended December 31, 2013, 2012, and 2011, respectively.

        At December 31, 2013, $21 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.41 years.

Restricted Stock Units and Restricted Stock Awards Activities

        We grant restricted stock units, which represent the right to receive shares of our common stock, and restricted stock awards, which are issued and outstanding upon grant but subject to the risk of forfeiture (collectively referred to as "restricted stock rights"), under the 2008 Plan to employees around the world, and we assumed, as a result of the Business Combination, the restricted stock rights granted by Activision, Inc. Vesting for restricted stock rights is contingent upon the holders' continued employment with us and may be subject to other conditions (which may include the satisfaction of a performance measure). If the vesting conditions are not met, unvested restricted stock rights will be forfeited. Holders of restricted stock are restricted from selling the shares until they vest. Upon vesting

F-38


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

15. Stock-Based Compensation (Continued)

of restricted stock rights, we may withhold shares otherwise deliverable to satisfy tax withholding requirements.

        The following table summarizes our restricted stock rights activity for the year ended December 31, 2013 (amounts in thousands except per share amounts):

 
  Restricted Stock
Rights
  Weighted-
Average Grant
Date Fair Value
 

Unvested restricted stock rights balance at December 31, 2012

    25,605   $ 12.29  

Granted

    5,520     16.31  

Vested

    (7,841 )   12.64  

Forfeited

    (719 )   11.92  
             

Unvested restricted stock rights balance at December 31, 2013

    22,565     12.63  
             
             

        At December 31, 2013, approximately $100 million of total unrecognized compensation cost was related to restricted stock rights and is expected to be recognized over a weighted-average period of 1.50 years. Of the total unrecognized compensation cost, $17 million was related to performance-vesting restricted stock rights, which is expected to be recognized over a weighted-average period of 1.34 years. The total grant date fair value of vested restricted stock rights was $57 million, $45 million and $37 million for the years ended December 31, 2013, 2012 and 2011, respectively.

        The income tax benefit from stock option exercises and restricted stock rights was $77 million, $20 million, and $28 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Stock-Based Compensation Expense

        The following table sets forth the total stock-based compensation expense included in our consolidated statements of operations for the years ended December 31, 2013, 2012, and 2011 (amounts in millions):

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Cost of sales—software royalties and amortization

  $ 17   $ 9   $ 10  

Product development

    33     20     40  

Sales and marketing

    7     8     6  

General and administrative

    53     89     47  
               

Stock-based compensation expense before income taxes

    110     126     103  

Income tax benefit

    (40 )   (46 )   (38 )
               

Total stock-based compensation expense, net of income tax benefit

  $ 70   $ 80   $ 65  
               
               

F-39


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

15. Stock-Based Compensation (Continued)

        The following table summarizes stock-based compensation included in our consolidated balance sheets as a component of "Software development" (amounts in millions):

 
  Software
Development
 

Balance at December 31, 2010

  $ 20  

Stock-based compensation expense capitalized and deferred during period

    27  

Amortization of capitalized and deferred stock-based compensation expense

    (37 )
       

Balance at December 31, 2011

  $ 10  

Stock-based compensation expense capitalized and deferred during period

    27  

Amortization of capitalized and deferred stock-based compensation expense

    (18 )
       

Balance at December 31, 2012

  $ 19  

Stock-based compensation expense capitalized and deferred during period

    34  

Amortization of capitalized and deferred stock-based compensation expense

    (31 )
       

Balance at December 31, 2013

  $ 22  
       
       

16. Restructuring

        On February 3, 2011, the Board of Directors of the Company authorized a restructuring plan (the "2011 Restructuring") involving a focus on the development and publication of a reduced slate of titles on a going-forward basis. The 2011 Restructuring included the discontinuation of the development of music-based games, the closure of the related business unit and the cancellation of other titles then in production, along with a related reduction in studio headcount and corporate overhead.

        The following table details the amount of the 2011 Restructuring reserves included in "Accrued Expenses and Other Liabilities" in our consolidated balance sheets at December 31, 2013, 2012, and 2011 (amounts in millions):

 
  Severance   Facilities
costs
  Contract
termination
costs
  Total  

Balance at January 1, 2011

  $   $   $   $  

Costs charged to expense

    20     4     1     25  

Costs paid or otherwise settled

    (16 )   (1 )   (1 )   (18 )
                   

Balance at December 31, 2011

  $ 4   $ 3   $   $ 7  

Costs paid or otherwise settled

    (4 )           (4 )
                   

Balance at December 31, 2012

  $   $ 3   $   $ 3  

Costs paid or otherwise settled

                 
                   

Balance at December 31, 2013

  $   $ 3   $   $ 3  
                   
                   

        The 2011 Restructuring charges for the year ended December 31, 2011 was $25 million. These charges, as well as the 2011 Restructuring reserve balances at December 31, 2013 and 2012 were recorded within our Activision segment. We completed the 2011 Restructuring as of December 31, 2011 and we do not expect to incur significant additional restructuring expenses relating thereto.

F-40


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

17. Interest and Other Investment Income (Expense), Net

        Interest and other investment income (expense), net is comprised of the following (amounts in millions):

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Interest income

  $ 5   $ 6   $ 14  

Interest expense

        (1 )   (4 )

Interest expense from debt and amortization of debt discount and deferred financing costs

    (58 )        

Net realized gain (loss) on foreign exchange contracts

        2     (7 )
               

Interest and other investment income (expense), net

  $ (53 ) $ 7   $ 3  
               
               

18. Income Taxes

        Domestic and foreign income (loss) before income taxes and details of the income tax expense (benefit) are as follows (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011  

Income before income tax expense:

                   

Domestic

  $ 626   $ 668   $ 623  

Foreign

    693     790     708  
               

  $ 1,319   $ 1,458   $ 1,331  
               
               

Income tax expense (benefit):

                   

Current:

                   

Federal

  $ 100   $ 256   $ 144  

State

    6     14     (2 )

Foreign

    31     49     28  
               

Total current

    137     319     170  
               

Deferred:

                   

Federal

    134     12     61  

State

    (12 )   (11 )   (4 )

Foreign

    39     (11 )   19  
               

Total deferred

    161     (10 )   76  
               

Add back tax benefit credited to additional paid-in capital:

                   

Excess tax benefit associated with stock options

    11          
               

Income tax expense

  $ 309   $ 309   $ 246  
               
               

F-41


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

18. Income Taxes (Continued)

        The items accounting for the difference between income taxes computed at the U.S. federal statutory income tax rate and the income tax expense (benefit) (the effective tax rate) for each of the years are as follows (amounts in millions):

 
  For the Years Ended December 31,  
 
  2013   2012   2011  

Federal income tax provision at statutory rate

  $ 462     35 % $ 510     35 % $ 466     35 %

State taxes, net of federal benefit

    6         31     2     18     1  

Research and development credits

    (49 )   (4 )   (10 )   (1 )   (21 )   (2 )

Domestic production activity deduction

    (9 )   (1 )   (17 )   (1 )   (15 )   (1 )

Foreign rate differential

    (174 )   (13 )   (241 )   (17 )   (202 )   (15 )

Change in tax reserves

    89     7     53     4     23     2  

Shortfall from employee stock option exercises

            8         9     1  

Return to provision adjustment

    (3 )       (4 )       (44 )   (3 )

Net Operating Loss tax attribute received from Internal Revenue Service audit

            (46 )   (3 )        

Net Operating Loss tax attribute assumed from Purchase Transaction

    (16 )   (1 )                

Other

    3         25     2     12     1  
                           

Income tax expense

  $ 309     23 % $ 309     21 % $ 246     19 %
                           
                           

        In connection with the Purchase Transaction, we assumed certain tax attributes of New VH, which generally consist of New VH's net operating loss ("NOL") carryforwards of approximately $676 million, which represent a potential future tax benefit of approximately $237 million. The utilization of such NOL carryforwards will be subject to certain annual limitations and will begin to expire in 2021. The Company also obtained indemnification from Vivendi against losses attributable to the disallowance of claimed utilization of such NOL carryforwards of up to $200 million in unrealized tax benefits in the aggregate, limited to taxable years ending on or prior to December 31, 2016. No benefit for these tax attributes or indemnification was recorded upon the close of the Purchase Transaction as the benefit from these tax attributes did not meet the "more-likely-than-not" standard. As of December 31, 2013, we utilized $45 million of the NOL, which resulted in a benefit of $16 million, and a corresponding reserve was established as the position did not meet the "more-likely-than-not" standard. An indemnification asset of $16 million has been recorded in "Other Assets", and correspondingly, the same amount has been recorded as a reduction to the consideration paid for the shares repurchased in "Treasury Stock" (see Note 1 of the Notes to Consolidated Financial Statements for details about the share repurchase).

        As previously disclosed, on July 9, 2008, the Business Combination occurred amongst Vivendi, the Company and certain of their respective subsidiaries, pursuant to which Vivendi Games, then a member of the consolidated U.S. tax group of Vivendi's subsidiary, Vivendi Holdings I Corp. ("VHI"), became a subsidiary of the Company. As a result of the Business Combination, the favorable tax attributes of Vivendi Games carried forward to the Company. In late August 2012, VHI settled a federal income tax audit with the Internal Revenue Service ("IRS") for the tax years ended December 31, 2002, 2003, and 2004. In connection with the settlement agreement, VHI's consolidated federal NOL carryovers were adjusted and allocated to various companies that were part of its consolidated group during the relevant periods. This allocation resulted in a $132 million federal NOL

F-42


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

18. Income Taxes (Continued)

allocation to Vivendi Games. In September 2012, the Company filed an amended tax return for its December 31, 2008 tax year to utilize these additional federal net operating losses allocated as a result of the aforementioned settlement, resulting in the recording of a one-time tax benefit of $46 million. Prior to the settlement, and given the uncertainty of the VHI audit, the Company had insufficient information to allow it to record or disclose any information related to the audit until the quarter ended September 30, 2012, as disclosed in the Company's Form 10-Q for that period.

        On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law by the President of the United States. Under the provisions of the American Taxpayer Relief Act of 2012, the research and development ("R&D") tax credit that had expired December 31, 2011, was reinstated retroactively to January 1, 2012, and expired on December 31, 2013. The Company recorded the impact of the extension of the R&D tax credit related to the tax year ended December 31, 2012, as a discrete item the first quarter of 2013. The impact of the extension of the R&D tax credit resulted in a net tax benefit of approximately $12 million related to the tax year ended December 31, 2012.

        Deferred income taxes reflect the net tax effects of temporary differences between the amounts of assets and liabilities for accounting purposes and the amounts used for income tax purposes. The components of the net deferred tax assets (liabilities) are as follows (amounts in millions):

 
  As of
December 31,
 
 
  2013   2012  

Deferred tax assets:

             

Reserves and allowances

  $ 3   $ 11  

Allowance for sales returns and price protection

    63     56  

Inventory reserve

    8     5  

Accrued expenses

    48     65  

Deferred revenue

    273     357  

Tax credit carryforwards

    81     62  

Net operating loss carryforwards

    11     14  

Stock-based compensation

    91     119  

Foreign deferred assets

    13     7  

Transaction costs

    11      

Other

    9     2  
           

Deferred tax assets

    611     698  

Valuation allowance

         
           

Deferred tax assets, net of valuation allowance

    611     698  
           

Deferred tax liabilities:

             

Intangibles

    (152 )   (161 )

Prepaid royalties

    (71 )    

Capitalized software development expenses

    (60 )   (54 )

State taxes

    (27 )   (21 )
           

Deferred tax liabilities

    (310 )   (236 )
           

Net deferred tax assets

  $ 301   $ 462  
           
           

F-43


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

18. Income Taxes (Continued)

        As of December 31, 2013 we have various state NOL carryforwards totaling $16 million that will begin to expire in 2014. We have tax credit carryforwards of $6 million and $75 million for federal and state purposes, respectively, which begin to expire in fiscal 2016. Through our foreign operations, we have approximately $37 million in NOL carryforwards at December 31, 2013, attributed mainly to losses in France and Ireland, the majority of which can be carried forward indefinitely.

        We evaluate our deferred tax assets, including net operating losses and tax credits, to determine if a valuation allowance is required. We assess whether a valuation allowance should be established or released based on the consideration of all available evidence using a "more-likely-than-not" standard. Realization of the U.S. deferred tax assets is dependent upon the continued generation of sufficient taxable income. In making such judgments, significant weight is given to evidence that can be objectively verified. Although realization is not assured, management believes it is more likely than not that the net carrying value of the U.S. deferred tax assets will be realized. At December 31, 2013 and 2012, there are no valuation allowances on deferred tax assets.

        Cumulative undistributed earnings of foreign subsidiaries for which no deferred taxes have been provided approximated $2,593 million at December 31, 2013. Deferred income taxes on these earnings have not been provided as these amounts are considered to be permanent in duration. Determination of the unrecognized deferred tax liability on unremitted foreign earnings is not practicable because of the complexity of the hypothetical calculation. In the event of a distribution of these earnings to the U.S. in the form of a dividend, we may be subject to both foreign withholding taxes and U.S. income taxes net of allowable foreign tax credits.

        Vivendi Games results for the period January 1, 2008 through July 9, 2008 are included in the consolidated federal and certain foreign, state and local income tax returns filed by Vivendi or its affiliates while Vivendi Games results for the period July 10, 2008 through December 31, 2008 are included in the consolidated federal and certain foreign, state and local income tax returns filed by Activision Blizzard. Vivendi Games tax years 2005 through 2010 remain open to examination by the major taxing authorities. The Internal Revenue Service is currently examining Vivendi Games tax returns for the 2005 through 2008 tax years. Although the final resolution of the examination is uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations.

        Activision Blizzard's tax years 2008 through 2012 remain open to examination by the major taxing jurisdictions to which we are subject. The Internal Revenue Service is currently examining the Company's federal tax returns for the 2008 and 2009 tax years. The Company also has several state and non-U.S. audits pending. Although the final resolution of the Company's global tax disputes is uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, an unfavorable resolution of the Company's global tax disputes could have a material adverse effect on our business and results of operations in the period in which the matters are ultimately resolved.

F-44


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

18. Income Taxes (Continued)

        As of December 31, 2013, we had approximately $294 million in total unrecognized tax benefits, all of which would affect our effective tax rate if recognized. A reconciliation of unrecognized tax benefits for the years ended December 31, 2013, 2012 and 2011 is as follows (amounts in millions):

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Unrecognized tax benefits balance at January 1

  $ 207   $ 154   $ 132  

Gross increase for tax positions of prior years

    1     3     4  

Gross increase for tax positions of current year

    91     59     65  

Settlement with taxing authorities

        (8 )    

Lapse of statute of limitations

    (5 )   (1 )   (47 )
               

Unrecognized tax benefits balance at December 31

  $ 294   $ 207   $ 154  
               
               

        As of December 31, 2013 and 2012, we reflected $271 million and $197 million, respectively, of income tax liabilities as non-current liabilities because payment of cash or settlement is not anticipated within one year of the balance sheet date. These non-current income tax liabilities are recorded in "Other liabilities" in our consolidated balance sheets as of December 31, 2013 and 2012.

        We recognize interest and penalties related to uncertain tax positions in "Income tax expense." As of December 31, 2013 and 2012, we had approximately $13 million and $11 million, respectively, of accrued interest and penalties related to uncertain tax positions. For the year ended December 31, 2013, we recorded $2 million of interest expense related to uncertain tax positions. For the year ended December 31, 2012, we did not have any material interest expense and penalties related to uncertain tax positions. For the year ended December 31, 2011, we recorded $1 million of interest expense related to uncertain tax positions.

        Based on the current status with the IRS, there is insufficient information to identify any significant changes in unrecognized tax benefits in the next twelve months. However, the Company may recognize a benefit of up to approximately $23 million related to the settlement of tax audits and/or the expiration of statutes of limitations in the next twelve months.

        Although the final resolution of the Company's global tax disputes, audits, or any particular issue with the applicable taxing authority is uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, any settlement or resolution of the Company's global tax disputes, audits, or any particular issue with the applicable taxing authority could have a material favorable or unfavorable effect on our business and results of operations in the period in which the matters are ultimately resolved.

F-45


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

19. Computation of Basic/Diluted Earnings Per Common Share

        The following table sets forth the computation of basic and diluted earnings per common share (amounts in millions, except per share data):

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Numerator:

                   

Consolidated net income

  $ 1,010   $ 1,149   $ 1,085  

Less: Distributed earnings to unvested stock-based awards that participate in earnings

    (5 )   (4 )   (3 )

Less: Undistributed earnings allocated to unvested stock-based awards that participate in earnings

    (18 )   (20 )   (13 )
               

Numerator for basic and diluted earnings per common share—income available to common shareholders

    987     1,125     1,069  

Denominator:

                   

Denominator for basic earnings per common share—weighted-average common shares outstanding

    1,024     1,112     1,148  

Effect of potential dilutive common shares under the treasury stock method: Employee stock options

    11     6     8  
               

Denominator for diluted earnings per common share—weighted- average common shares outstanding plus dilutive effect of employee stock options

    1,035     1,118     1,156  
               

Basic earnings per common share

  $ 0.96   $ 1.01   $ 0.93  
               
               

Diluted earnings per common share

  $ 0.95   $ 1.01   $ 0.92  
               
               

        Our unvested restricted stock rights (including restricted stock units, restricted stock awards, and performance shares) met the definition of participating securities based on their respective rights to dividends or dividend equivalents. Therefore, we are required to use the two-class method in our computation of basic and diluted earnings per common share. For the years ended December 31, 2013 and 2012, we had outstanding unvested restricted stock rights with respect to 24 million shares of common stock on a weighted-average basis.

        Potential common shares are not included in the denominator of the diluted earnings per common share calculation when the inclusion of such shares would be anti-dilutive. Therefore, options to acquire 5 million, 25 million, and 25 million shares of common stock were not included in the calculation of diluted earnings per common share for the years ended December 31, 2013, 2012, and 2011, respectively, as the effect of their inclusion would be anti-dilutive.

20. Capital Transactions

Stock Purchase Agreement

        As described in Note 1 of the Notes to Consolidated Financial Statements, on October 11, 2013, we completed the Purchase Transaction, repurchasing approximately 429 million shares of our common stock for a cash payment of $5.83 billion, pursuant to the terms of the Stock Purchase Agreement

F-46


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

20. Capital Transactions (Continued)

(refer to Note 12 of the Notes to Consolidated Financial Statements for financing details of the Purchase Transaction). The repurchased shares were recorded in "Treasury Stock" in our consolidated balance sheet.

Repurchase Program

        On February 2, 2012, our Board of Directors authorized a stock repurchase program under which we were authorized to repurchase up to $1 billion of our common stock. During the year ended December 31, 2013, there were no repurchases pursuant to this stock repurchase program. During the year ended December 31, 2012, we repurchased 4 million shares of our common stock for $54 million pursuant to this stock repurchase program. The 2012 stock repurchase program expired on March 31, 2013.

        On February 3, 2011, our Board of Directors authorized a stock repurchase program under which we were authorized to repurchase up to $1.5 billion of our common stock. During the year ended December 31, 2012, we repurchased 22 million shares of our common stock for $261 million pursuant to this stock repurchase plan. During the year ended December 31, 2011, we repurchased 59 million shares of our common stock for $670 million pursuant to this stock repurchase program. The 2011 stock repurchase program expired on March 31, 2012.

        On February 10, 2010, our Board of Directors authorized a stock repurchase program under which we were authorized to repurchase up to $1 billion of our common stock. In January 2011, we settled a $22 million purchase of 2 million shares of our common stock that we had agreed to repurchase in December 2010 pursuant to this stock repurchase program. The 2010 stock repurchase program expired on December 31, 2010.

Dividend

        On February 6, 2014, our Board of Directors declared a cash dividend of $0.20 per common share, payable on May 14, 2014, to shareholders of record at the close of business on March 19, 2014.

        On February 7, 2013, our Board of Directors declared a cash dividend of $0.19 per common share, payable on May 15, 2013, to shareholders of record at the close of business on March 20, 2013. On May 15, 2013, we made an aggregate cash dividend payment of $212 million to such shareholders, and on May 31, 2013, we made related dividend equivalent payments of $4 million to the holders of restricted stock rights.

        On February 9, 2012, our Board of Directors declared a cash dividend of $0.18 per common share, payable on May 16, 2012, to shareholders of record at the close of business on March 21, 2012. On May 16, 2012, we made an aggregate cash dividend payment of $201 million to such shareholders, and on June 1, 2012, we made related dividend equivalent payments of $3 million to the holders of restricted stock units.

        On February 9, 2011, our Board of Directors declared a cash dividend of $0.165 per common share, payable on May 11, 2011, to shareholders of record at the close of business on March 16, 2011. On May 11, 2011, we made an aggregate cash dividend payment of $192 million to such shareholders, and on August 12, 2011, we made related dividend equivalent payments of $2 million to the holders of restricted stock units.

F-47


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

21. Supplemental Cash Flow Information

        Supplemental cash flow information is as follows (amounts in millions):

 
  For the Years Ended
December 31,
 
 
  2013   2012   2011  

Supplemental cash flow information:

                   

Cash paid for income taxes

  $ 138   $ 159   $ 317  

Cash paid for interest

    19     2     4  

22. Commitments and Contingencies

Letters of Credit

        As described in Note 12 of the Notes to Consolidated Financial Statements, a portion of our Revolver can be used to issue letters of credit of up to $50 million, subject to the availability of the Revolver. At December 31, 2013, we did not issue any letter of credit under the Revolver.

        We maintain two irrevocable standby letters of credit, which are required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Our standby letters of credit were for $10 million and 15 million Euros ($21 million) at December 31, 2013, and $15 million and 5 million Euros ($7 million) at December 31, 2012. For the standby letter of credit denominated in U.S. dollars, under the terms of the arrangements, we are required to maintain a compensating balance on deposit with a bank, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but not reimbursed. Both letters of credit were undrawn at December 31, 2013 and 2012.

Commitments

        In the normal course of business, we enter into contractual arrangements with third parties for non-cancelable operating lease agreements for our offices, for the development of products and for the rights to intellectual property. Under these agreements, we commit to provide specified payments to a lessor, developer or intellectual property holder, as the case may be, based upon contractual arrangements. The payments to third-party developers are generally conditioned upon the achievement by the developers of contractually specified development milestones. Further, these payments to third-party developers and intellectual property holders typically are deemed to be advances and, as such, are recoupable against future royalties earned by the developer or intellectual property holder based on sales of the related game. Additionally, in connection with certain intellectual property rights, acquisitions and development agreements, we commit to spend specified amounts for marketing support for the game(s) which is (are) to be developed or in which the intellectual property will be utilized. Assuming all contractual provisions are met, the total future minimum commitments for these

F-48


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

22. Commitments and Contingencies (Continued)

and other contractual arrangements in place at December 31, 2013 are scheduled to be paid as follows (amounts in millions):

 
  Contractual Obligations(1)  
 
  Facility and
Equipment
Leases
  Developer and
Intellectual
Properties
  Marketing   Total  

For the years ending December 31,

                         

2014

  $ 34   $ 145   $ 74   $ 253  

2015

    31     16     8     55  

2016

    27     2     1     30  

2017

    26     2     1     29  

2018

    25             25  

Thereafter

    46     2         48  
                   

Total

  $ 189   $ 167   $ 84   $ 440  
                   
                   

(1)
We have omitted uncertain tax liabilities from this table due to the inherent uncertainty regarding the timing of potential issue resolution. Specifically, either (a) the underlying positions have not been fully developed under audit to quantify at this time or, (b) the years relating to the issues for certain jurisdictions are not currently under audit. At December 31, 2013, we had $294 million of unrecognized tax benefits, of which $271 million was included in "Other Liabilities" and $23 million was included in "Accrued Expenses and Other Liabilities" in our consolidated balance sheet.

Legal Proceedings

        We are subject to various legal proceedings and claims. SEC regulations govern the disclosure of legal proceedings in periodic reports and FASB ASC Topic 450 governs the disclosure of loss contingencies and accrual of loss contingencies in respect of litigation and other claims. We record an accrual for a potential loss when it is probable that a loss will occur and the amount of the loss can be reasonably estimated. When the reasonable estimate of the potential loss is within a range of amounts, the minimum of the range of potential loss is accrued, unless a higher amount within the range is a better estimate than any other amount within the range. Moreover, even if an accrual is not required, we provide additional disclosure related to litigation and other claims when it is reasonably possible (i.e., more than remote) that the outcomes of such litigation and other claims include potential material adverse impacts on us.

        The outcomes of legal proceedings and other claims are subject to significant uncertainties, many of which are outside our control. There is significant judgment required in the analysis of these matters, including the probability determination and whether a potential exposure can be reasonably estimated. In making these determinations, we, in consultation with outside counsel, examine the relevant facts and circumstances on a quarterly basis assuming, as applicable, a combination of settlement and litigated outcomes and strategies. Moreover, legal matters are inherently unpredictable and the timing of development of factors on which reasonable judgments and estimates can be based can be slow. As such, there can be no assurance that the final outcome of any legal matter will not

F-49


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

22. Commitments and Contingencies (Continued)

materially and adversely affect our business, financial condition, results of operations, profitability, cash flows or liquidity.

    Purchase Transaction Matters

        On August 1, 2013, a purported shareholder of the Company filed a shareholder derivative action in the Superior Court of the State of California, County of Los Angeles, captioned Miller v. Kotick, et al., No. BC517086. The complaint names our Board of Directors and Vivendi as defendants, and the Company as a nominal defendant. The complaint alleges that our Board of Directors committed breaches of fiduciary duties, waste of corporate assets and unjust enrichment in connection with Vivendi's sale of its stake in the Company and that Vivendi also breached its fiduciary duties. The plaintiff further alleges that demand by it on our Board of Directors to institute action would be futile because a majority of our Board of Directors is not independent and a majority of the individual defendants face a substantial likelihood of liability for approving the transactions contemplated by the Stock Purchase Agreement. The complaint seeks, among other things, damages sustained by the Company, rescission of the transactions contemplated by the Purchase Agreement, an order restricting our Chief Executive Officer, and our Chairman, from purchasing additional shares of our common stock and an order directing us to take necessary actions to improve and reform our corporate governance and internal procedures to comply with applicable law, including ordering a shareholder vote on certain amendments to our by-laws or charter that would require half of our Board of Directors to be independent of Messrs. Kotick and Kelly and Vivendi and a proposal to appoint a new independent Chairman of the Board of Directors. On January 28, 2014, the parties filed a stipulation and proposed order temporarily staying the California action. On February 6, 2014, the court entered the order granting a stay of the California action.

        In addition, on August 14, 2013, we received a letter dated August 9, 2013 from a shareholder seeking, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of the Company to ascertain whether the Purchase Transaction and Private Sale were in the best interests of the Company. In response to that request, we provided the stockholder with certain materials under a confidentiality agreement. On September 11, 2013, a complaint was filed under seal by the same stockholder in the Court of Chancery of the State of Delaware in an action captioned Pacchia v. Kotick et al., C.A. No. 8884-VCL. A public version of that complaint was filed on September 16, 2013. The allegations in the complaint were substantially similar to the allegations in the above referenced matter filed on August 1, 2013. On October 25, 2013, Pacchia filed an amended complaint under seal. The amended complaint added claims on behalf of an alleged class of Activision stockholders other than the Company's Chief Executive Officer and Chairman, Vivendi, ASAC, investors in ASAC and other stockholders affiliated with the investors of ASAC. The added class claims are against the Company's Chief Executive Officer and Chairman, the Vivendi affiliated directors, the members of the special committee of the Board formed in connection with the Company's consideration of the transactions with Vivendi and ASAC, and Vivendi for breach of fiduciary duty, as well as aiding and abetting a breach of fiduciary duty against ASAC. The amended complaint removed the derivative claims for waste of corporate assets and disgorgement but continued to allege derivative claims for breach of fiduciary duties. The amended complaint seeks, among other things, certification of a class, damages, reformation of the Private Sale, and disgorgement of any alleged profits received by the Company's Chief Executive Officer, Chairman and ASAC. On October 29, 2013, Pacchia filed a motion to consolidate the Pacchia case with the Hayes case described below. On November 2, 2013, the Court of Chancery consolidated the Pacchia and Hayes cases and ordered the plaintiffs to file

F-50


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

22. Commitments and Contingencies (Continued)

supplemental papers related to determining lead plaintiff and lead counsel no later than November 8, 2013. On December 3, 2013, the court selected Pacchia as lead plaintiff. Pacchia filed a second amended complaint on December 11, 2013 and Activision filed an answer on January 31, 2014. Also on January 31, 2014, the special committee, ASAC, Messrs. Kotick and Kelly, Vivendi and the Vivendi-affiliated directors each filed motions to dismiss certain claims in the second amended complaint. On February 21, 2014, Pacchia filed a third amended complaint under seal. Responses to the complaint are due on March 4, 2014. The trial is scheduled for December 2014.

        On September 11, 2013, another stockholder of the Company filed a putative class action and stockholder derivative action in the Court of Chancery of the State of Delaware, captioned Hayes v. Activision Blizzard, Inc., et al., No. 8885-VCL. The complaint names our Board of Directors, Vivendi, New VH, ASAC, the General Partner of ASAC, Davis Selected Advisers, L.P. ("Davis") and Fidelity Management & Research Co. ("FMR") as defendants, and the Company as a nominal defendant. The complaint alleges that the defendants violated certain provisions of our Amended and Restated Certificate of Incorporation by failing to submit the matters contemplated by the Stock Purchase Agreement for approval by a majority of our stockholders (other than Vivendi and its controlled affiliates); that our Board of Directors committed breaches of their fiduciary duties in approving the Stock Purchase Agreement; that Vivendi violated fiduciary duties owed to other stockholders of the Company in entering into the Stock Purchase Agreement; that our Chief Executive Officer and our Chairman usurped a corporate opportunity from the Company; that our Board of Directors and Vivendi have engaged in actions to entrench our Board of Directors and officers in their offices; that the ASAC Entities, Davis and FMR aided and abetted breaches of fiduciary duties by the Board of Directors and Vivendi; and that our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR will be unjustly enriched through the Private Sale. The complaint seeks, among other things, the rescission of the Private Sale; an order requiring the transfer to the Company of all or part of the shares that are the subject of the Private Sale; an order implementing measures to eliminate or mitigate the alleged entrenching effects of the Private Sale; an order requiring our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR to disgorge to the Company the amounts by which they have allegedly been unjustly enriched; and alleged damages sustained by the class and the Company. In addition, the stockholder sought a temporary restraining order preventing the defendants from consummating the transactions contemplated by the Stock Purchase Agreement without stockholder approval. Following a hearing on the motion for a temporary restraining order, on September 18, 2013, the Court of Chancery issued a preliminary injunction order, enjoining the consummation of the transactions contemplated by the Stock Purchase Agreement pending (a) the issuance of a final decision after a trial on the merits; (b) receipt of a favorable Activision Blizzard stockholder vote on the transactions contemplated by the Stock Purchase Agreement under Section 9.1(b) of our Amended and Restated Certificate of Incorporation or (c) modification of such preliminary injunction order by the Court of Chancery or the Delaware Supreme Court. On September 20, 2013, the Court of Chancery certified its order issuing the preliminary injunction for interlocutory appeal to the Delaware Supreme Court. The defendants moved the Delaware Supreme Court to accept and hear the appeal on an expedited basis. On September 23, 2013, the Delaware Supreme Court accepted the appeal of the Court of Chancery's decision and granted the defendant's motion to hear the appeal on an expedited basis. Following a hearing on October 10, 2013, the Delaware Supreme Court reversed the Court of Chancery's order issuing a preliminary injunction, and determined that the Stock Purchase Agreement was not a merger, business combination or similar transaction that would require a vote of Activision's unaffiliated stockholders under the charter.

F-51


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

22. Commitments and Contingencies (Continued)

        On October 29, 2013, an amended complaint was filed. It added factual allegations but no new claims or relief. Also on October 29, 2013, Hayes filed a motion to consolidate the Hayes case with the Pacchia case. As noted above, on November 2, 2013, the Court of Chancery consolidated the Pacchia and Hayes cases and ordered the plaintiffs to file supplemental papers related to determining lead plaintiff and lead counsel no later than November 8, 2013. See the discussion above related to the Pacchia matter (now the consolidated matter) for any further updates to the status of the litigation.

        Further, on September 18, 2013, the Company received a letter from another purported stockholder of the Company, Milton Pfeiffer, seeking, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of the Company to investigate potential wrongdoing or mismanagement in connection with the approval of the Stock Purchase Agreement. On November 11, 2013, Pfeiffer filed a lawsuit in the Court of Chancery of the State of Delaware pursuant to Delaware Section 220 containing claims similar to Hayes, Pacchia and Miller. The Company answered on November 27, 2013. On January 21, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.

        On December 17, 2013, the Company received a letter from Mark Benston requesting certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law. Benston is represented by the same law firm as Pfeiffer. On January 2, 2014, Benston filed a lawsuit in the Court of Chancery of the State of Delaware pursuant to Delaware Section 220 containing claims similar to Hayes, Pacchia, Pfeiffer and Miller. The Company answered on January 17, 2014. On February 14, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.

        We believe that the defendants have meritorious defenses and intend to defend each of these lawsuits vigorously. However, these lawsuits and any other lawsuits are subject to inherent uncertainties and the actual outcome and costs will depend upon many unknown factors. The outcome of litigation is necessarily uncertain, and the Company could be forced to expend significant resources in the defense of these lawsuits and may not prevail.

        The Company also may be subject to additional claims in connection with the Purchase Transaction and Private Sale. Monitoring and defending against legal actions is time consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, the Company may incur substantial legal fees and costs in connection with litigation and, although coverage may be available under relevant insurance policies, coverage could be denied or prove to be insufficient. Under our Amended and Restated Certificate of Incorporation and the indemnification agreements that the Company has entered into with our officers and directors, the Company may be required in certain circumstances to indemnify and advance expenses to them in connection with their participation in proceedings arising out of their service to us. There can be no assurance that any of these payments will not be material.

        The Company is not currently able to estimate the range of possible losses or costs to us from these lawsuits and related indemnification obligations, as they are in the early stages and it cannot be determined how long it may take to resolve these matters. Moreover, the Company cannot be certain what the impact on our operations or financial position will be if any of the purported stockholder plaintiffs are successful in having the Stockholders Agreement dated October 11, 2013 among the Company, ASAC and, for limited purposes, Messrs. Kotick and Kelly (the "Stockholders Agreement") reformed. A decision adverse to the Company on these actions could result in the reformation of the

F-52


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

22. Commitments and Contingencies (Continued)

Stockholders Agreement and could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

    Other Matters

        In addition, we are party to routine claims, suits, investigations, audits and other proceedings arising from the ordinary course of business, including with respect to intellectual property rights, contractual claims, labor and employment matters, regulatory matters, tax matters, unclaimed property matters, compliance matters, and collection matters. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are not significant and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity.

23. Related Party Transactions

        As part of the Business Combination, we entered into various transactions and agreements, including cash management services agreements, a tax sharing agreement and an investor agreement, with Vivendi and its subsidiaries. In connection with the consummation of the Purchase Transaction, we terminated the cash management arrangements with Vivendi and amended our investor agreement with Vivendi. We are also party to music royalty and music distribution agreements with subsidiaries and other affiliates of Vivendi, none of which were impacted by the Purchase Transaction. None of these services, transactions and agreements with Vivendi and its affiliates were material, either individually or in the aggregate, to the consolidated financial statements as a whole.

        Pursuant to the Stock Purchase Agreement, the Company and each of Mr. Kotick, the Company's Chief Executive Officer, and Mr. Kelly, the Company's Chairman of the board of directors, entered into, concurrently with the signing of the Stock Purchase Agreement, certain waiver and acknowledgement letters (the "Waivers"), which provide, among other things, (i) that the Purchase Transaction, Private Sale, any public offerings by Vivendi and restructurings by Vivendi and its subsidiaries contemplated by the Stock Purchase Agreement and other transaction documents, shall not (or shall be deemed not to) constitute a "change in control" (or similar term) under their respective employment arrangements, including their employment agreements with the Company, the Company's 2008 Incentive Plan or any award agreements in respect of awards granted thereunder, or any Other Benefit Plans and Arrangements (as defined in the Waivers), (ii) (A) that the shares of Activision Blizzard common stock acquired by ASAC and held or controlled by the ASAC Investors (as defined in the Waivers) in connection with the Transactions (as defined in the Waivers) will not be included in or count toward, (B) that the ASAC Investors will not be deemed to be a group for purposes of, and (C) any changes in the composition in the board of directors of the Company, in connection with or during the one-year period following the consummation of the Transactions will not contribute towards, a determination that a "change in control" or similar term has occurred with respect to Messrs. Kotick and Kelly's employment arrangements with the Company, and (iii) for the waiver by Messrs. Kotick and Kelly of their rights to change in control payments or benefits under their employment agreements with the Company, the Company's 2008 Incentive Plan or any award agreements in respect of awards granted thereunder, and any Other Benefit Plans and Arrangements (in each case, with respect to all current and future grants, awards, benefits or entitlements) in connection with or as a consequence of the Transactions.

F-53


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

24. Recently issued accounting pronouncements

Indefinite-lived intangible assets impairment

        In July 2012, the FASB issued an update to the authoritative guidance related to testing indefinite-lived intangible assets for impairment. This update gives an entity the option to first consider certain qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. This update is effective for the indefinite-lived intangible asset impairment test performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Balance sheet offsetting disclosures

        In December 2011, the FASB issued authoritative guidance on the disclosure of financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement and should be applied retrospectively for all comparative periods presented for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Reclassification of accumulated other comprehensive loss

        In February 2013, the FASB issued an accounting standards update requiring new disclosures about reclassifications from accumulated other comprehensive loss to net income. These disclosures may be presented on the face of the statements or in the notes to the consolidated financial statements. This update is effective for fiscal years beginning after December 15, 2012. We adopted this guidance and provided the required disclosures in Note 13 of the Notes to Consolidated Financial Statements.

Accounting for cumulative translation adjustments

        In February 2013, the FASB issued an update to the authoritative guidance related to the release of cumulative translation adjustments into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a foreign entity. This update will be effective for fiscal years beginning after December 15, 2013. Upon adoption of this guidance on January 1, 2014, there was no material impact on our consolidated financial statements.

Presentation of unrecognized tax benefits

        In July 2013, the FASB issued an update to the authoritative guidance related to the presentation of an unrecognized tax benefit in the financial statements. The update will require entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss or other tax credit carryforwards when settlement in this manner is available under the tax laws. This update is effective for fiscal years beginning after December 15, 2013. Upon adoption of this guidance on January 1, 2014, "Deferred income taxes, net" under non-current liabilities increased by approximately $46 million, and correspondingly, "Other liabilities" under non-current liabilities decreased by the same amount.

F-54


Table of Contents


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

25. Quarterly Financial and Market Information (Unaudited)

 
  For the Quarters Ended  
 
  December 31,
2013
  September 30,
2013
  June 30,
2013
  March 31,
2013
 
 
  (Amounts in millions, except per share data)
 

Net revenues

  $ 1,518   $ 691   $ 1,050   $ 1,324  

Cost of sales

    655     175     285     416  

Operating income

    284     70     430     587  

Net income

    174     56     324     456  

Basic earnings per share

    0.23     0.05     0.28     0.40  

Diluted earnings per share

    0.22     0.05     0.28     0.40  

 

 
  For the Quarters Ended  
 
  December 31,
2012
  September 30,
2012
  June 30,
2012
  March 31,
2012
 
 
  (Amounts in millions, except per share data)
 

Net revenues

  $ 1,768   $ 841   $ 1,075   $ 1,172  

Cost of sales

    682     237     377     364  

Operating income

    484     227     227     513  

Net income

    354     226     185     384  

Basic earnings per share

    0.31     0.20     0.16     0.34  

Diluted earnings per share

    0.31     0.20     0.16     0.33  

26. Subsequent Events

        On January 29, 2014, the Board of Directors authorized a $375 million repayment of our Term Loan. Accordingly, we made this repayment on February 11, 2014. Refer to Note 12 of the Notes to Consolidated Financial Statements.

        On February 6, 2014, our Board of Directors declared a cash dividend of $0.20 per common share payable on May 14, 2014 to shareholders of record at the close of business on March 19, 2014.

F-55


Table of Contents


SCHEDULE II


ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(Amounts in millions)

Col. A Description
  Col. B
Balance at
Beginning of
Period
  Col. C
Additions(A)
  Col. D
Deductions(B)
  Col. E
Balance at End
of Period
 

At December 31, 2013

                         

Allowances for sales returns and price protection and other allowances

  $ 323   $ 174   $ (121 ) $ 376  

Allowance for doubtful accounts          

    9     1     (5 )   5  

At December 31, 2012

                         

Allowances for sales returns and price protection and other allowances

  $ 292   $ 170   $ (139 ) $ 323  

Allowance for doubtful accounts          

    8     1         9  

At December 31, 2011

                         

Allowances for sales returns and price protection and other allowances

  $ 373   $ 166   $ (247 ) $ 292  

Allowance for doubtful accounts          

    4     4         8  

(A)
Includes increases and reversals of allowances for sales returns, price protection, and doubtful accounts due to normal reserving terms.

(B)
Includes actual write-offs and utilization of allowances for sales returns, price protection and uncollectible accounts receivable, net of recoveries, and foreign currency translation and other adjustments.

F-56


Table of Contents


EXHIBIT INDEX

        Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in the Company's public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company's actual state of affairs at the date hereof and should not be relied upon.

Exhibit Number   Exhibit
  3.1   Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc., dated July 9, 2008 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed July 15, 2008).

 

3.2

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc., dated August 15, 2008 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K, filed August 15, 2008).

 

3.3

 

Second Amended and Restated Bylaws of the Company, adopted as of October 11, 2013 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K, filed October 18, 2013).

 

4.1

 

Indenture, dated as of September 19, 2013, among Activision Blizzard, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to exhibit 10.1 of the Company's Form 8-K, filed September 19, 2013).

 

10.1*

 

Activision, Inc. 1998 Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended September 30, 2001).

 

10.2*

 

Amendment, dated as of September 14, 2006, to the 1998 Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed September 20, 2006).

 

10.3*

 

Activision, Inc. 1999 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 2002).

 

10.4*

 

Amendment, dated as of September 14, 2006, to the 1999 Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed September 20, 2006).

 

10.5*

 

Activision, Inc. 2001 Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended June 30, 2002).

 

10.6*

 

Amendment, dated as of September 14, 2006, to the 2001 Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed September 20, 2006).

 

10.7*

 

Activision, Inc. 2002 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 2003).

 

10.8*

 

Amendment, dated as of September 14, 2006, to the 2002 Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed September 20, 2006).

 

10.9*

 

Activision, Inc. 2002 Executive Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company's Form S-8, Registration No. 333-100114 filed September 26, 2002).

E-1


Table of Contents

Exhibit Number   Exhibit
  10.10*   Amendment, dated as of September 14, 2006, to the 2002 Executive Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed September 20, 2006).

 

10.11*

 

Activision, Inc. 2002 Studio Employee Retention Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company's Form S-8, Registration No. 333-103323 filed February 19, 2003).

 

10.12*

 

Amendment, dated as of September 14, 2006, to the 2002 Studio Employee Retention Incentive Plan (incorporated by reference to Exhibit 10.7 of the Company's Form 8-K filed September 20, 2006).

 

10.13*

 

Activision, Inc. Amended and Restated 2003 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 2005).

 

10.14*

 

Amendment, dated as of September 14, 2006, to the 2003 Executive Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company's Form 8-K filed September 20, 2006).

 

10.15*

 

Activision, Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company's Registration Statement on Form S-8, Registration No. 333-146431, filed October 1, 2007).

 

10.16*

 

Activision Blizzard, Inc. Amended and Restated 2008 Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed June 12, 2012).

 

10.17*

 

Form of Stock Option Certificate for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 1998 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed May 31, 2005).

 

10.18*

 

Form of Stock Option Certificate for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 1999 Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed May 31, 2005).

 

10.19*

 

Form of Stock Option Agreement for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 2001 Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K, filed May 31, 2005).

 

10.20*

 

Form of Stock Option Agreement for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 2002 Executive Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K, filed May 31, 2005).

 

10.21*

 

Form of Executive Stock Option Agreement for grants to Robert A. Kotick or Brian G. Kelly issued pursuant to the Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.40 of the Company's Form 10-K for the year ended March 31, 2005).

 

10.22*

 

Form of Non-Executive Stock Option Agreement for grants to persons other than Robert A. Kotick or Brian G. Kelly and non-employee directors issued pursuant to the Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.41 of the Company's Form 10-K for the year ended March 31, 2005).

E-2


Table of Contents

Exhibit Number   Exhibit
  10.23*   Form of Non-Employee Director Stock Option Agreement for grants to non-employee directors issued pursuant to the Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.17 of the Company's Form 10-K for the year ended March 31, 2007).

 

10.24*

 

Form of Notice of Share Option Award for grants to non-employee directors issued pursuant to the Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.19 of the Company's Form 10-K for the year ended March 31, 2007).

 

10.25*

 

Form of Notice of Share Option Award for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.18 of the Company's Form 10-K for the year ended March 31, 2007).

 

10.26*

 

Form of Notice of Restricted Share Unit Award for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.21 of the Company's Form 10-K for the year ended March 31, 2007).

 

10.27*

 

Form of Notice of Restricted Share Award for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.20 of the Company's Form 10-K for the year ended March 31, 2007).

 

10.28*

 

Form of Notice of Stock Option Award for grants to non-employee directors issued pursuant to the Activision, Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.29*

 

Form of Notice of Stock Option Award for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.30*

 

Form of Notice of Restricted Share Unit Award for grants to independent directors upon their initial election to the board or upon their tenth continuous year of service on the board issued pursuant to the Activision,  Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.31*

 

Form of Notice of Restricted Share Unit Award for grants to independent directors upon their re-election to the board (other than in connection with 10 years of continuous service) issued pursuant to the Activision, Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.32*

 

Form of Notice of Restricted Share Unit Award for grants to officers issued pursuant to the Activision, Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.33*

 

Form of Notice of Restricted Share Unit Award for grants to persons other than officers or directors issued pursuant to the Activision, Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company's Form 10-Q for the quarter ended September 30, 2008).

E-3


Table of Contents

Exhibit Number   Exhibit
  10.34*   Form of Notice of Restricted Share Award for grants to persons other than non-employee directors issued pursuant to the Activision, Inc. 2007 Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.35*

 

Form of Notice of Stock Option Award for grants to unaffiliated directors issued pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.44 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.36*

 

Form of Notice of Stock Option Award for grants to persons other than directors issued pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.45 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.37*

 

Form of Notice of Restricted Share Unit Award for grants to unaffiliated directors upon their initial election to the board or upon their tenth continuous year of service on the board issued pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.46 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.38*

 

Form of Notice of Restricted Share Unit Award for grants to affiliated non-employee directors and to unaffiliated directors upon their re-election to the board (other than in connection with 10 years of continuous service) pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.47 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.39*

 

Form of Notice of Restricted Share Unit Award for grants to persons other than directors pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.49 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.40*

 

Form of Notice of Restricted Share Award for grants to persons other than directors pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.50 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.41*

 

Form of Notice of Restricted Share Unit Award for grants under the Company's 2008 Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.42*

 

Form of Notice of Performance Share Award for grants under the Company's 2008 Incentive Plan (incorporated by reference to Exhibit 10.13 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.43*

 

Form of Notice of Stock Option Award for grants to unaffiliated directors issued pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed May 8, 2013).

 

10.44*

 

Form of Notice of Stock Option Award for grants to persons other than directors issued pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed May 8, 2013).

 

10.45*

 

Form of Notice of Restricted Share Unit Award for grants to unaffiliated directors upon their initial election to the board or upon their tenth continuous year of service on the board issued pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.7 of the Company's Form 8-K filed May 8, 2013).

E-4


Table of Contents

Exhibit Number   Exhibit
  10.46*   Form of Notice of Restricted Share Unit Award for grants to affiliated non-employee directors and to unaffiliated directors upon their re-election to the board (other than in connection with 10 years of continuous service) pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company's Form 8-K filed May 8, 2013).

 

10.47*

 

Form of Notice of Restricted Share Unit Award for grants to persons other than directors pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company's Form 8-K filed May 8, 2013).

 

10.48*

 

Form of Notice of Restricted Share Award for grants to persons other than directors pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan (incorporated by reference to Exhibit 10.10 of the Company's Form 8-K filed May 8, 2013).

 

10.49*

 

Form of Notice of Performance-Vesting Restricted Share Award for grants to persons other than directors pursuant to the Activision Blizzard, Inc. 2008 Incentive Plan.

 

10.50*

 

CEO Recognition Program (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 2012).

 

10.51*

 

2012 Corporate Annual Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended September 30, 2012).

 

10.52*

 

Employment Agreement, dated September 9, 2005, between Thomas Tippl and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 2005).

 

10.53*

 

Amendment, dated as of December 15, 2008, to Employment Agreement between Thomas Tippl and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.59 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.54*

 

Amendment, dated as of April 15, 2009, to Employment Agreement between Thomas Tippl and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 2009).

 

10.55*

 

Amendment, dated as of March 23, 2010, to Employment Agreement between Thomas Tippl and Activision Blizzard, Inc. (incorporated by reference to Exhibit 10.5 of the Company's Form 10-Q for the quarter ended March 31, 2010).

 

10.56*

 

Letter Agreement, dated as of March 12, 2012, between the Company and Thomas Tippl (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K, filed March 16, 2012).

 

10.57*

 

Amendment, dated as of December 5, 2013, to Employment Agreement between Thomas Tippl and Activision Blizzard, Inc.

 

10.58*

 

Stock Option Agreement, dated October 3, 2005, between Thomas Tippl and the Company (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 2005).

 

10.59*

 

Addendum to Stock Option Agreement, dated as of June 1, 2006, between Thomas Tippl and the Company (incorporated by reference to Exhibit 10.9 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.60*

 

Restricted Stock Agreement, dated October 3, 2005, between Thomas Tippl and the Company (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended September 30, 2005).

E-5


Table of Contents

Exhibit Number   Exhibit
  10.61*   Notice of Stock Option Award, dated as of May 11, 2009, to Thomas Tippl (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended June 30, 2009).

 

10.62*

 

Notice of Restricted Share Award, dated as of May 11, 2009, to Thomas Tippl (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended June 30, 2009).

 

10.63*

 

Notice of Performance-Vesting Restricted Share Award, dated as of May 11, 2009, to Thomas Tippl (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended June 30, 2009).

 

10.64*

 

Notice of Stock Option Award, dated as of May 10, 2010, to Thomas Tippl (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 2010).

 

10.65*

 

Notice of Restricted Share Unit Award, dated as of May 10, 2010, to Thomas Tippl (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended June 30, 2010).

 

10.66*

 

Notice of Performance-Vesting Restricted Share Award, dated as of May 10, 2010, to Thomas Tippl (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended June 30, 2010).

 

10.67*

 

Notice of Restricted Share Unit Award, dated as of November 8, 2010, to Thomas Tippl (incorporated by reference to Exhibit 10.60 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.68*

 

Notice of Restricted Share Unit Award, dated as of February 10, 2014, to Thomas Tippl.

 

10.69*

 

Employment Agreement, dated July 31, 2009, between Brian Hodous and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 2009).

 

10.70*

 

Amendment, dated as of March 3, 2011, to Employment Agreement between Brian Hodous and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.5 of the Company's Form 10-Q for the quarter ended March 31, 2011).

 

10.71*

 

Notice of Assignment of Hodous Employment Agreement to the Company dated December 22, 2011 (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.72*

 

Amendment, dated as of September 18, 2012, to Employment Agreement between Brian Hodous and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 2012).

 

10.73*

 

Notice of Assignment of Amendment to Hodous Employment Agreement to the Company dated December 20, 2012 (incorporated by reference to Exhibit 10.68 of the Company's Form 10-K for the year ended December 31, 2012).

 

10.74*

 

Notice of Share Option Award, dated as of November 3, 2006, to Brian Hodous (incorporated by reference to Exhibit 10.45 of the Company's Form 10-K for the year ended March 31, 2007).

E-6


Table of Contents

Exhibit Number   Exhibit
  10.75*   Notice of Restricted Stock Award, dated as of November 3, 2006, to Brian Hodous (incorporated by reference to Exhibit 10.46 of the Company's Form 10-K for the year ended March 31, 2007).

 

10.76*

 

Notice of Restricted Stock Award, dated as of November 3, 2006, to Brian Hodous (incorporated by reference to Exhibit 10.47 of the Company's Form 10-K for the year ended March 31, 2007).

 

10.77*

 

Notice of Stock Option Award, dated as of August 7, 2009, to Brian Hodous (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 2009).

 

10.78*

 

Notice of Restricted Share Unit Award, dated as of August 7, 2009, to Brian Hodous (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended September 30, 2009).

 

10.79*

 

Notice of Restricted Share Unit Award, dated as of November 8, 2010, to Brian Hodous (incorporated by reference to Exhibit 10.67 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.80*

 

Notice of Stock Option Award, dated as of March 7, 2011, to Brian Hodous (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.81*

 

Notice of Restricted Share Unit Award, dated as of March 7, 2011, to Brian Hodous (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.82*

 

Notice of Performance-Vesting Restricted Share Unit Award, dated as of March 7, 2011, to Brian Hodous (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.83*

 

Notice of Stock Option Award, dated as of November 9, 2012 to Brian Hodous (incorporated by reference to Exhibit 10.78 of the Company's Form 10-K for the year ended December 31, 2012).

 

10.84*

 

Notice of Restricted Share Unit Award, dated as of November 9, 2012, to Brian Hodous (incorporated by reference to Exhibit 10.79 of the Company's Form 10-K for the year ended December 31, 2012).

 

10.85*

 

Notice of Performance-Vesting Restricted Share Unit Award, dated as of November 9, 2012, to Brian Hodous (incorporated by reference to Exhibit 10.80 of the Company's Form 10-K for the year ended December 31, 2012).

 

10.86*

 

Employment Agreement, dated June 30, 2012, between Brian G. Kelly and the Company (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended June 30, 2012).

 

10.87*

 

Letter Agreement, dated as of March 14, 2012, between the Company and Brian G. Kelly (incorporated by reference to Exhibit 10.10 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.88*

 

Stock Option Agreement, dated May 22, 2000, between Brian G. Kelly and the Company (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended September 30, 2000).

E-7


Table of Contents

Exhibit Number   Exhibit
  10.89*   Notice of Restricted Share Unit Award to Brian G. Kelly, dated as of July 9, 2008 (incorporated by reference to Exhibit 10.18 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.90*

 

Notice of Restricted Share Unit Award, dated as of November 8, 2010, to Brian G. Kelly (incorporated by reference to Exhibit 10.80 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.91*

 

Employment Agreement, dated as of December 1, 2007, between Michael Morhaime and Vivendi Games, Inc. (incorporated by reference to Exhibit 10.19 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.92*

 

Assignment and Assumption of Morhaime Employment Agreement, dated as of July 9, 2008, between Vivendi Games. Inc. and the Company (incorporated by reference to Exhibit 10.20 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.93*

 

Amendment, dated as of December 15, 2008, to Employment Agreement between Michael Morhaime and the Company (incorporated by reference to Exhibit 10.94 of the Company's Form 10-K for the year ended December 31, 2008).

 

10.94*

 

Amendment, dated as of March 31, 2009, to Employment Agreement between Michael Morhaime and the Company (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended March 31, 2009).

 

10.95*

 

Amendment, dated as of November 4, 2009, to Employment Agreement between Michael Morhaime and the Company (incorporated by reference to Exhibit 10.92 of the Company's Form 10-K for the year ended December 31, 2009).

 

10.96*

 

Amendment, dated as of October 26, 2010, to Employment Agreement between Michael Morhaime and the Company (incorporated by reference to Exhibit 10.86 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.97*

 

Notice of Stock Option Award to Michael Morhaime, dated as of July 9, 2008 (incorporated by reference to Exhibit 10.23 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.98*

 

Notice of Stock Option Award, dated as of November 9, 2009, to Michael Morhaime (incorporated by reference to Exhibit 10.94 of the Company's Form 10-K for the year ended December 31, 2009).

 

10.99*

 

Notice of Stock Option Award, dated as of November 8, 2010, to Michael Morhaime (incorporated by reference to Exhibit 10.89 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.100*

 

Notice of Stock Option Award, dated as of November 8, 2010, to Michael Morhaime (incorporated by reference to Exhibit 10.90 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.101*

 

Notice of Restricted Share Unit Award, dated as of November 8, 2010, to Michael Morhaime (incorporated by reference to Exhibit 10.91 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.102*

 

Notice of Restricted Share Unit Award, dated as of November 8, 2010, to Michael Morhaime (incorporated by reference to Exhibit 10.92 of the Company's Form 10-K for the year ended December 31, 2010).

E-8


Table of Contents

Exhibit Number   Exhibit
  10.103*   Notice of Stock Option Award, dated as of November 10, 2011, to Michael Morhaime (incorporated by reference to Exhibit 10.94 of the Company's Form 10-K for the year ended December 31, 2011).

 

10.104*

 

Notice of Restricted Share Unit Award, dated as of November 10, 2011, to Michael Morhaime (incorporated by reference to Exhibit 10.95 of the Company's Form 10-K for the year ended December 31, 2011).

 

10.105*

 

Notice of Stock Option Award, dated as of November 9, 2012, to Michael Morhaime (incorporated by reference to Exhibit 10.108 of the Company's Form 10-K for the year ended December 31, 2012).

 

10.106*

 

Notice of Restricted Share Unit Award, dated as of November 9, 2012, to Michael Morhaime (incorporated by reference to Exhibit 10.109 of the Company's Form 10-K for the year ended December 31, 2012).

 

10.107*

 

Notice of Stock Option Award, dated as of November 15, 2013, to Michael Morhaime.

 

10.108*

 

Notice of Restricted Share Unit Award, dated as of November 15, 2013, to Michael Morhaime.

 

10.109*

 

Employment Agreement, dated as of January 9, 2012, between Humam Sakhnini and the Company (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended March 31, 2013).

 

10.110*

 

Notice of Stock Option Award, dated as of March 6, 2012, to Humam Sakhnini (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended March 31, 2013).

 

10.111*

 

Notice of Restricted Share Unit Award, dated as of March 6, 2012, to Humam Sakhnini (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended March 31, 2013).

 

10.112*

 

Notice of Performance-Vesting Restricted Share Unit Award, dated as of March 6, 2012, to Humam Sakhnini (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended March 31, 2013).

 

10.113*

 

Employment Agreement, dated February 29, 2012, between Dennis Durkin and the Company (incorporated by reference to Exhibit 10.5 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.114*

 

Notice of Stock Option Award, dated as of March 6, 2012, to Dennis Durkin (incorporated by reference to Exhibit 10.6 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.115*

 

Notice of Restricted Share Unit Award, dated as of March 6, 2012, to Dennis Durkin (incorporated by reference to Exhibit 10.8 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.116*

 

Notice of Performance-Vesting Restricted Share Unit Award, dated as of March 6, 2012, to Dennis Durkin (incorporated by reference to Exhibit 10.7 of the Company's Form 10-Q for the quarter ended March 31, 2012).

 

10.117*

 

Employment Agreement, dated March 15, 2012, between Robert A. Kotick and the Company (incorporated by reference to Exhibit 10.11 of the Company's Form 10-Q for the quarter ended March 31, 2012).

E-9


Table of Contents

Exhibit Number   Exhibit
  10.118*   Stock Option Agreement, dated May 22, 2000, between Robert A. Kotick and the Company (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 2000).

 

10.119*

 

Notice of Stock Option Award to Robert A. Kotick, dated December 5, 2007 (incorporated by reference to Exhibit 10.71 of the Company's Form 10-K for the year ended March 31, 2008).

 

10.120*

 

Notice of Performance-Vesting Restricted Share Award to Robert A. Kotick, dated as of July 9, 2008 (incorporated by reference to Exhibit 10.82 of the Company's Form 10-K for the year ended December 31, 2009).

 

10.121*

 

Notice of Restricted Share Unit Award to Robert A. Kotick, dated as of July 9, 2008 (incorporated by reference to Exhibit 10.17 of the Company's Form 10-Q for the quarter ended September 30, 2008).

 

10.122*

 

Notice of Restricted Share Unit Award, dated as of November 8, 2010, to Robert A. Kotick (incorporated by reference to Exhibit 10.75 of the Company's Form 10-K for the year ended December 31, 2010).

 

10.123

 

Stock Purchase Agreement, dated July 25, 2013, by and between Activision Blizzard, Inc., ASAC II LP, and Vivendi, S.A. (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K, filed July 26, 2013).

 

10.124

 

Waiver and Acknowledgment Letter, dated July 25, 2013, by and between Robert A. Kotick and Activision Blizzard, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed July 26, 2013).

 

10.125

 

Waiver and Acknowledgment Letter, dated July 25, 2013, by and between Brian G. Kelly and Activision Blizzard, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed July 26, 2013).

 

10.126

 

Commitment Letter, dated July 25, 2013, by and among Activision Blizzard, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K, filed July 26, 2013).

 

10.127

 

Tax Sharing Agreement, dated as of July 9, 2008, among the Company, Vivendi Holding I Corp., Vivendi Games, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed July 15, 2008).

 

10.128

 

Amended and Restated Investor Agreement, dated as of October 11, 2013, among the Company, Vivendi, S.A., VGAC and Activision Entertainment Holdings, Inc. (f/k/a Vivendi Games, Inc.) (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K, filed October 18, 2013).

 

10.129

 

ASAC Stockholders Agreement, dated as of October 11, 2013, among ASAC and, for the limited purposes set forth in the ASAC Stockholders Agreement, Mr. Kotick and Mr. Kelly (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K, filed October 18, 2013).

 

10.130

 

Cash Management Services Termination Agreement, dated as of October 11, 2013, among the Company, Vivendi S.A. and Coöperatie Activision Blizzard International U.A. (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K, filed October 18, 2013).

E-10


Table of Contents

Exhibit Number   Exhibit
  10.131   Credit Agreement, dated as of October 11, 2013, among the Company, as borrower, certain subsidiaries of the Company, as guarantors, a group of lenders, Bank of America, N.A., as administrative agent and collateral agent for the lenders, J.P. Morgan Securities LLC, as syndication agent, Bank of America Merrill Lynch and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, and Goldman Sachs & Co., HSBC Securities (USA) Inc., Mistubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., RBC Capital Markets, SunTrust Bank and U.S. Bank National Association, as co-documentation agents (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K, filed October 18, 2013).

 

10.132

 

Security Agreement, dated as of October 11, 2013, among Activision Blizzard, Inc., as borrower, the other grantors identified therein and Bank of America, N.A., as collateral agent for the secured parties (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K, filed October 18, 2013).

 

10.133*

 

Non-Affiliated Director Compensation Program and Stock Ownership Guidelines, as amended and restated as of October 28, 2013 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed November 1, 2013).

 

21.1

 

Subsidiaries of the Company.

 

23.1

 

Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).

 

31.1

 

Certification of Robert A. Kotick pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

 

Certification of Dennis Durkin pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1

 

Certification of Robert A. Kotick pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2

 

Certification of Dennis Durkin pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS

 

XBRL Instance Document.

 

101.SCH

 

XBRL Taxonomy Extension Schema Document.

 

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document.

 

101.LAB

 

XBRL Taxonomy Label Linkbase Document.

 

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document.

 

101.DEF

 

XBRL Taxonomy Extension Definition Document.

*
Indicates a management contract or compensatory plan, contract or arrangement in which a director or executive officer of the Company participates.

E-11



EX-10.49 2 a2218641zex-10_49.htm EX-10.49

Exhibit 10.49

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

NOTICE OF PERFORMANCE-VESTING RESTRICTED SHARE UNIT AWARD

 

You have been awarded performance-vesting Restricted Share Units of Activision Blizzard, Inc. (the “Company”), as follows:

 

·

Your name:

 

 

 

·

Total number of Restricted Share Units awarded (representing the maximum number of Restricted Share Units which may vest hereunder):

 

 

 

·

Target number of Restricted Share Units awarded:

 

 

 

 

·

Date of Grant:

 

 

 

 

·

Grant ID:

 

 

 

 

·

Your Award of Restricted Share Units is governed by the terms and conditions set forth in:

 

 

 

·                  this Notice of Performance-Vesting Restricted Share Unit Award;

 

 

 

·                  the Restricted Share Unit Award Terms attached hereto as Exhibit A (the “Award Terms”); and

 

 

 

·                  the Company’s Amended and Restated 2008 Incentive Plan, the receipt of a copy of which you hereby acknowledge.

 

·                  [Your Award of Restricted Share Units has been made in connection with your employment agreement with the Company or one of its subsidiaries as a material inducement to your entering into or renewing employment with such entity pursuant to such agreement, and is also governed by any applicable terms and conditions set forth in such agreement.]

 

·                  Schedule for Vesting:  The Restricted Share Units awarded to you will vest in accordance with Exhibit B (the “Vesting Schedule”).

 

·                  Please sign and return to the Company this Notice of Restricted Share Unit Award, which bears an original signature on behalf of the Company.  You are urged to do so promptly.

 

·                  Please return the signed Notice of Restricted Share Unit Award to the Company at:

 

Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA 90405
Attn:  Stock Plan Administration

 



 

·                  By accepting the Award, you are deemed to be bound by the terms and conditions set forth in the Amended and Restated 2008 Incentive Plan, this Notice of Restricted Share Unit Award and the Award Terms.

 

2



 

You should retain the enclosed duplicate copy of this Notice of Restricted Share Unit Award for your records.

 

Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Award Terms.

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

Humam Sakhnini

 

Chief Strategy & Talent Officer

 

 

 

Date:

 

 

ACCEPTED AND AGREED:

 

 

 

 

 

[Grantee Name]

 

 

 

Date:

 

 

 

3



 

EXHIBIT A

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

RESTRICTED SHARE UNIT AWARD TERMS

 

1.                                      Definitions.

 

(a)                                 For purposes of these Award Terms, the following terms shall have the meanings set forth below:

 

“Award” means the award described on the Grant Notice.

 

“Board” means the board of directors of Activision Blizzard, Inc.

 

“Cause” (i) shall have the meaning given to such term in Grantee’s employment agreement with any entity in the Company Group to which Grantee is then party or (ii) if Grantee is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a definition of “cause,” shall mean a good faith determination by the Company that Grantee (A) engaged in misconduct or gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group.

 

“Committee” means the compensation committee of the Board.

 

“Common Shares” means the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 10 hereof.

 

“Company” means Activision Blizzard, Inc. and any successor thereto.

 

“Company Group” means the Company and its subsidiaries.

 

“Company-Sponsored Equity Account” means an account that is created with the Equity Account Administrator in connection with the administration of the Company’s equity plans and programs, including the Plan.

 



 

“Date of Grant” means the Date of Grant of the Award set forth on the Grant Notice.

 

“Employment Violation” means any material breach by Grantee of his or her employment agreement with any entity in the Company Group to which Grantee is then party for so long as the terms of that employment agreement shall apply to Grantee (with any breach of the post-termination obligations contained therein deemed to be material for purposes of this definition).

 

“Equity Account Administrator” means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company’s equity plans and programs, including the Plan.

 

“Exercise Rules and Regulations” means (i) the Securities Act or any comparable federal securities law and all applicable state securities laws, (ii) the requirements of any securities exchange, securities association, market system or quotation system on which Common Shares are then traded or quoted, (iii) any restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws, and (iv) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

 

“Grantee” means the recipient of the Award named on the Grant Notice.

 

“Grant Notice” means the Notice of Performance-Vesting Restricted Share Unit Award to which these Award Terms are attached as Exhibit A.

 

“Look-back Period” means, with respect to any Employment Violation by Grantee, the period beginning on the date which is 12 months prior to the date of such Employment Violation by Grantee and ending on the date of computation of the Recapture Amount with respect to such Employment Violation.

 

“Plan” means the Amended and Restated Activision Blizzard, Inc. 2008 Incentive Plan, as amended from time to time.

 

“Recapture Amount” means, with respect to any Employment Violation by Grantee, the gross gain realized or unrealized by Grantee upon all vesting of Restricted Share Units or delivery or transfer of Vested Shares during the Look-back Period with respect to such Employment Violation, which gain shall be calculated as the sum of:

 

(i)                                     if Grantee has received Vested Shares during such Look-back Period and sold any such Vested Shares, an amount equal to the sum of the sales price for all such Vested Shares; plus

 

(ii)                                  if Grantee has received Vested Shares during such Look-back Period and not sold all such Vested Shares, an amount equal to the product of (A) the greatest of the following: (1) the Market Value per Share of Common Shares on the date such Vested Shares were issued or transferred to Grantee, (2) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day

 

A-2



 

period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under Section 13 hereof, or (3) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of computation, times (B) the number of such Vested Shares which were not sold.

 

“Restricted Share Units” means units subject to the Award, which represent the conditional right to receive Common Shares in accordance with the Grant Notice and these Award Terms, unless and until such units become vested or are forfeited to the Company in accordance with the Grant Notice and these Award Terms.

 

“Section 409A” means Section 409A of the Code and the guidance and regulations promulgated thereunder.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Vested Shares” means the Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vesting Schedule” means the Vesting Schedule attached as Exhibit B to the Grant Notice.

 

“Withholding Taxes” means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required under any applicable law to be withheld from amounts otherwise payable to Grantee.

 

(b)                                 Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Plan.

 

2.                                      Vesting.  The Restricted Share Units shall vest in accordance with the Vesting Schedule.  Each Restricted Share Unit, upon vesting thereof, shall entitle the holder thereof to receive one Common Share (subject to adjustment pursuant to Section 10 hereof).

 

3.                                      Termination of Employment.

 

(a)                                 Cause.  In the event that Grantee’s employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and any outstanding Restricted Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof shall immediately be forfeited to the Company without payment of consideration by the Company.

 

(b)                                 Other.  Unless the Committee determines otherwise, in the event that Grantee’s employment is terminated for any reason other than for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and, with the exception of any Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company.

 

A-3



 

4.                                      Tax Withholding.  The Company shall have the right to require Grantee to satisfy any Withholding Taxes resulting from the vesting of any Restricted Share Units, the issuance or transfer of any Vested Shares or otherwise in connection with the Award at the time such Withholding Taxes become due.  The Company shall determine the method or methods Grantee may use to satisfy any Withholding Taxes contemplated by this Section 4, which may include any of the following:  (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (c) if securities of the Company of the same class as the Vested Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company’s consent, such other brokerage firm as may be requested by the Grantee) to sell some or all of the Vested Shares and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; or (d) by any combination of (a), (b) and (c) above.  Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 4 are satisfied by (i) withholding from Grantee’s compensation, (ii) withholding Vested Shares otherwise then deliverable (in which case Grantee will be deemed to have been issued the full number of Vested Shares), and (iii) arranging for the sale, on Grantee’s behalf, of Vested Shares otherwise then deliverable.  The Company shall have no obligation to deliver any Vested Shares unless and until all Withholding Taxes contemplated by this Section 4 have been satisfied.

 

5.                                      Deemed AgreementBy accepting the Award, Grantee is deemed to be bound by the terms and conditions set forth in the Plan, the Grant Notice and these Award Terms.

 

6.                                      Reservation of Shares.  The Company shall at all times reserve for issuance or delivery upon vesting of the Restricted Share Units such number of Common Shares as shall be required for issuance or delivery upon vesting thereof.

 

7.                                      Dividend Equivalents.  In the event that any cash dividends are declared and paid on Common Shares to which the holder of the Restricted Share Units would have been entitled if they had been vested on the applicable record date, such dividend equivalents shall be paid (without interest) if and only to the extent the applicable Vested Shares are settled pursuant to Section 8; and any such payment shall occur as soon as reasonably practicable following the date that the applicable Vested Shares, if any, are settled pursuant to Section 8; provided, however, that no such dividend equivalents shall be paid if the Restricted Share Units have been forfeited to the Company in accordance with Section 3 hereof prior to payment thereof.  Notwithstanding the foregoing, in no event shall any such dividend equivalents be paid later than the 45th day following the year in which the related Restricted Share Units vest.  For purposes of the time and form of payment requirements of Section 409A, such dividend equivalents shall be treated separately from the Restricted Share Units.

 

A-4


 

8.                                      Receipt and Delivery.  As soon as administratively practicable (and, in any event, within 30 days) after any Restricted Share Units vest, the Company shall (a) effect the issuance or transfer of the resulting Vested Shares, (b) cause the issuance or transfer of such Vested Shares to be evidenced on the books and records of the Company, and (c) cause such Vested Shares to be delivered to a Company-Sponsored Equity Account in the name of the person entitled to such Vested Shares (or, with the Company’s consent, such other brokerage account as may be requested by such person); provided, however, that, in the event such Vested Shares are subject to a legend as set forth in Section 16 hereof, the Company shall instead cause a certificate evidencing such Vested Shares and bearing such legend to be delivered to the person entitled thereto.

 

9.                                      Committee Discretion.  Except as may otherwise be provided in the Plan, the Committee shall have sole discretion to (a) interpret any provision of the Plan, the Grant Notice and these Award Terms, (b) make any determinations necessary or advisable for the administration of the Plan and the Award, and (c) waive any conditions or rights of the Company under the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or effect of the foregoing, any decision or determination to be made by the Committee pursuant to these Award Terms, including whether to grant or withhold any consent, shall be made by the Committee in its sole and absolute discretion, subject only to the terms of the Plan.  Subject to the terms of the Plan, the Committee may amend the terms of the Award prospectively or retroactively; however, no such amendment may materially and adversely affect the rights of Grantee taken as a whole without Grantee’s consent.  Without intending to limit the generality or effect of the foregoing, the Committee may amend the terms of the Award (i) in recognition of unusual or nonrecurring events (including, without limitation, events described in Section 10 hereof) affecting any entity in the Company Group or any of the Company’s other affiliates or the financial statements of any entity in the Company Group or any of the Company’s other affiliates, (ii) in response to changes in applicable laws, regulations or accounting principles and interpretations thereof, or (iii) to prevent the Award from becoming subject to any adverse consequences under Section 409A.

 

10.                               Adjustments.  Notwithstanding anything to the contrary contained herein, pursuant to Section 12 of the Plan, the Committee will make or provide for such adjustments to the Award as are equitably required to prevent dilution or enlargement of the rights of Grantee that otherwise would result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Award.

 

11.                               Registration and Listing.  Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to issue or transfer any Restricted Share Units or Vested Shares, and no Restricted Share Units or Vested Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless

 

A-5



 

such transaction is in compliance with all Exercise Rules and Regulations.  The Company is under no obligation to register, qualify or list, or maintain the registration, qualification or listing of, Restricted Share Units or Vested Shares with the SEC, any state securities commission or any securities exchange, securities association, market system or quotation system to effect such compliance.  Grantee shall make such representations and furnish such information as may be appropriate to permit the Company, in light of the then existence or non-existence of an effective registration statement under the Securities Act relating to Restricted Share Units or Vested Shares, to issue or transfer Restricted Share Units or Vested Shares in compliance with the provisions of that or any comparable federal securities law and all applicable state securities laws.  The Company shall have the right, but not the obligation, to register the issuance or transfer of Restricted Share Units or Vested Shares or resale of Restricted Share Units or Vested Shares under the Securities Act or any comparable federal securities law or applicable state securities law.

 

12.                               Transferability.  Subject to the terms of the Plan and only with the Company’s consent, Grantee may transfer Restricted Share Units for estate planning purposes or pursuant to a domestic relations order; provided, however, that any transferee shall be bound by all of the terms and conditions of the Plan, the Grant Notice and these Award Terms and shall execute an agreement in form and substance satisfactory to the Company in connection with such transfer; and provided, further that Grantee will remain bound by the terms and conditions of the Plan, the Grant Notice and these Award Terms.  Except as otherwise permitted under the Plan or this Section 12, the Restricted Share Units shall not be transferable by Grantee other than by will or the laws of descent and distribution.

 

13.                               Employment Violation.  The terms of this Section 13 shall apply to the Restricted Share Units so long as Grantee is subject to an employment agreement with any entity in the Company Group.  In the event of an Employment Violation, the Company shall have the right to require (a) the forfeiture by Grantee to the Company of any outstanding Restricted Share Units or Vested Shares which have yet to settle pursuant to Section 8 hereof and (b) payment by Grantee to the Company of the Recapture Amount with respect to such Employment Violation; provided, however, that, in lieu of payment by Grantee to the Company of the Recapture Amount, Grantee, in his or her discretion, may tender to the Company the Vested Shares acquired during the Look-back Period with respect to such Employment Violation (without any consideration from the Company in exchange therefor).  Any such forfeiture of Restricted Share Units and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with such Employment Violation, including, without limitation, the right to terminate Grantee’s employment if not already terminated and to seek injunctive relief and additional monetary damages.

 

A-6



 

14.                               Compliance with Applicable Laws and Regulations and Company Policies and Procedures.

 

(a)                                 Grantee is responsible for complying with (i) any federal, state and local taxation laws applicable to Grantee in connection with the Award and (ii) all Exercise Rules and Regulations.

 

(b)                                 The Award is subject to the terms and conditions of any policy requiring or permitting the Company to recover any gains realized by Grantee in connection with the Award, including, without limitation, the Policy on Recoupment of Performance-Based Compensation Related to Certain Financial Restatements.

 

(c)                                  The Award is subject to the terms and conditions of the Executive Stock Ownership Guidelines and the limitations contained therein on the ability of Grantee to transfer any Vested Shares.

 

15.                               Section 409A.

 

(a)                                 Payments contemplated with respect to the Award are intended to comply with Section 409A, and all provisions of the Plan, the Grant Notice and these Award Terms shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  Notwithstanding the foregoing, (i) nothing in the Plan, the Grant Notice and these Award Terms shall guarantee that the Award is not subject to taxes or penalties under Section 409A and (ii) if any provision of the Plan, the Grant Notice or these Award Terms would, in the reasonable, good faith judgment of the Company, result or likely result in the imposition on Grantee or any other person of taxes, interest or penalties under Section 409A, the Committee may, in its sole discretion, modify the terms of the Plan, the Grant Notice or these Award Terms, without the consent of Grantee, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such taxes, interest or penalties; provided, however, that this Section 14 does not create an obligation on the part of the Committee or the Company to make any such modification, and in no event shall the Company be liable for the payment of or gross up in connection with any taxes, interest or penalties owed by Grantee pursuant to Section 409A.

 

(b)                                 Neither Grantee nor any of Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable with respect to the Award to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Grantee or for Grantee’s benefit with respect to the Award may not be reduced by, or offset against, any amount owing by Grantee to the Company.

 

(c)                                  Notwithstanding anything to the contrary contained herein, if (i) the Committee determines in good faith that the Restricted Share Units do not qualify for the “short-term deferral exception” under Section 409A, (ii) Grantee is a “specified employee” (as defined in Section 409A) and (iii) a delay in the issuance or transfer of Vested Shares to Grantee or his or her estate or beneficiaries hereunder by reason of Grantee’s “separation from service” (as

 

A-7



 

defined in Section 409A) with any entity in the Company Group is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the Company shall cause the issuance or transfer of such Vested Shares to Grantee or Grantee’s estate or beneficiary upon the earlier of (A) the date that is the first business day following the date that is six months after the date of Grantee’s separation from service or (B) Grantee’s death.

 

16.                               Legend.  The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing Vested Shares to bear a legend substantially as follows:

 

“THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘ACT’), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.”

 

17.                               No Right to Continued Employment.  Nothing contained in the Grant Notice or these Award Terms shall be construed to confer upon Grantee any right to be continued in the employ of any entity in the Company Group or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge Grantee at any time, with or without Cause.

 

18.                               No Rights as Stockholder.  No holder of Restricted Share Units shall, by virtue of the Grant Notice or these Award Terms, be entitled to any right of a stockholder of the Company, either at law or in equity, and the rights of any such holder are limited to those expressed, and are not enforceable against the Company except to the extent set forth in the Plan, the Grant Notice or these Award Terms.

 

19.                               Severability.  In the event that one or more of the provisions of these Award Terms shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

 

20.                               Venue and Governing Law.

 

(a)                                 For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the grant of the Restricted Share Units or these Award Terms, the parties submit and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Los Angeles County, California or the federal courts of the United States for the Central District of California, and no other courts, regardless of where the grant of the Restricted Share Units is made and/or to be performed.

 

(b)                                 To the extent that federal law does not otherwise control, the validity, interpretation, performance and enforcement of the Grant Notice and these Award Terms shall be

 

A-8



 

governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof.

 

21.                               Successors and Assigns.  The provisions of the Grant Notice and these Award Terms shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Grantee and, to the extent applicable, Grantee’s permitted assigns under Section 12 hereof and Grantee’s estate or beneficiaries as determined by will or the laws of descent and distribution.

 

22.                               Notices.

 

(a)                                 Any notice or other document which Grantee may be required or permitted to deliver to the Company pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to the Company, at its office at 3100 Ocean Park Boulevard, Santa Monica, California 90405, Attn: Stock Plan Administration, or such other address as the Company by notice to Grantee may designate in writing from time to time.  Notices shall be effective upon delivery.

 

(b)                                 Any notice or other document which the Company may be required or permitted to deliver to Grantee pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to Grantee at the address shown on any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time, or such other address as Grantee by notice to the Company may designate in writing from time to time.  The Company may also, in its sole discretion, deliver any such document to Grantee electronically via an e-mail to Grantee at his or her Company-provided email address or through a notice delivered to such e-mail address that such document is available on a website established and maintained on behalf of the Company or a third party designated by the Company, including, without limitation, the Equity Account Administrator.  Notices shall be effective upon delivery.

 

A-9



 

23.                               Conflict with Employment Agreement or Plan.  In the event of any conflict between the terms of any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time and the terms of the Grant Notice or these Award Terms, the terms of the Grant Notice or these Award Terms, as the case may be, shall control.  In the event of any conflict between the terms of any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time, the Grant Notice or these Award Terms and the terms of the Plan, the terms of the Plan shall control.

 

24.                               Imposition of Other Requirements.  The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the Restricted Share Units and on any Common Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

25.                               Waiver.  Grantee acknowledges that a waiver by the Company of a breach of any provision of these Award Terms shall not operate or be construed as a waiver of any other provision of these Award Terms, or of any subsequent breach by Grantee or any other grantee of an equity award from the Company.

 

A-10



EX-10.57 3 a2218641zex-10_57.htm EX-10.57

Exhibit 10.57

 

Amendment #4 to the Employment Agreement
Between Thomas Tippl and Activision Blizzard, Inc.

 

This Amendment #4 to the Employment Agreement (“Amendment #4”) is entered into and is effective as of December 5, 2013, by and between Thomas Tippl (“Employee”) and Activision Blizzard, Inc. (“Employer” or “Activision Blizzard” and, together with its subsidiaries, the “Activision Blizzard Group”).  All capitalized terms shall have the same meaning set forth in the Employment Agreement (as defined below).

 

RECITALS:

 

Employee and Activision Publishing, Inc. (a subsidiary of Activision Blizzard) entered into an Employment Agreement dated as of September 9, 2005, which was amended on December 15, 2008, April 15, 2009 (which included the assignment of the Employment Agreement to Activision Blizzard), and March 23, 2010 (collectively, the “Employment Agreement”).

 

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein.

 

AGREEMENT:

 

The parties hereby agree to amend the terms of the Employment Agreement.  Except as specifically set forth in this Amendment #4, the Employment Agreement shall remain unmodified and in full force and effect.  If any term or provision of the Employment Agreement is contradictory to, or inconsistent with, any term or provision of this Amendment #4, then the terms of this Amendment #4 shall in all events control.  The amended terms are as follows:

 

1.                                      Term of Employment:  Paragraph 1 is amended in its entirety to read as follows:

 

(a)                                 “The new term of your employment under this Employment Agreement (the “Extended Employment Period”) shall be deemed to commence on December 5, 2013 (the “New Effective Date”), and shall expire on April 30, 2016 (the “New Expiration Date”), unless earlier terminated as provided in Paragraph 9 below or as may be extended as provided in Paragraph 1(b) below.

 

(b)                                 The Employer shall once have the option to extend the Term by up to one year by notifying you in writing of its intent to do so at least six (6) months prior to the New Expiration Date.  The final date of any such extended Term shall thereafter be referred to as the “New Expiration Date” for purposes of this Agreement and the Term shall end on such date (or such earlier date on which your employment is terminated).  Except as otherwise set forth herein, upon the New Expiration Date (or such earlier date on which your employment is terminated) all obligations and rights under this Agreement shall immediately lapse.”

 

2.                                      Compensation:  Paragraph 2(a) is amended in its entirety to read as follows: “The Employee’s new annual base salary (“Base Salary”) shall be One Million, Two Hundred Fifty Thousand Dollars ($1,250,000), which shall be paid in accordance with the Employer’s payroll policies. Beginning in 2015, your Base Salary shall be reviewed annually at the regular time when the Employer conducts its periodic review of executive base salaries (which currently occurs in the first quarter of each calendar year) and may be increased (but not decreased) by an

 

1



 

amount determined by the Compensation Committee of the Board of Directors of Activision Blizzard (“Compensation Committee”), in its sole and absolute discretion (or such other person or entity which may at the applicable time be authorized to make such determinations pursuant to the Employer’s governing documents); provided that the percentage increase shall be no less than an amount equal to the average percentage increase approved in the base salaries of the members of Activision Blizzard’s executive leadership team (i.e. Section16 officers) for that year, excluding for these purposes (i) increases that are required or guaranteed by contract and (ii) increases in base salaries in connection with a promotion or other significant modification in an executive’s duties.”

 

3.                                      Compensation:  Paragraph 2(e) of the Agreement shall be amended in its entirety to read as follows:  “You may be eligible to receive an annual discretionary bonus (the “Annual Bonus”).  Your target Annual Bonus for each calendar year shall be one hundred and fifty percent 150% of your Base Salary.  In all instances, the actual amount of the Annual Bonus, if any, shall be determined by the Compensation Committee, in its sole and absolute discretion (or such other person or entity which may at the applicable time be authorized to make such determinations pursuant to the Employer’s governing documents), and may be based on, among other things, your overall performance and the performance of all or any portion of the Activision Blizzard Group.  For purposes of evaluating your and the Activision Blizzard Group’s (and/or the applicable portion of the Activision Blizzard Group’s) performance, annual performance objectives shall be determined and evaluated by the Compensation Committee and/or the Board of Directors of Activision Blizzard (or such other person or entity which may at the applicable time be authorized to make such determinations pursuant to the Employer’s governing documents).  Employer agrees that a minimum of 70% of the performance objectives (based on target monetary value) assigned to you shall be the same as the performance objectives assigned to the Chief Executive Officer of Activision Blizzard.  In addition, the Annual Bonus, if any, shall be paid at the same time bonuses for that year are generally paid to other executives, but in no event earlier than the first day of the first month, or later than the 15th day of the third month, of the year following the year to which the Annual Bonus relates.  Except as otherwise set forth herein, you must remain continuously employed by the Activision Blizzard Group through the date on which an Annual Bonus, if any, is paid to be eligible to receive such Annual Bonus.”

 

4.                                      CompensationParagraph 2(m) is hereby added to the Employment Agreement and shall read as follows:

 

“(m)                       Subject to the approval of the Compensation Committee, Activision Blizzard shall grant to you an equity award with a total grant value of approximately $25,800,000 as follows:

 

(i)                                     Activision Blizzard shall grant to you restricted share units, which represent the conditional right to receive shares of Activision Blizzard’s common stock, with a total grant value of approximately $6,000,000 (the “2013 RSU’s”).  The actual number of 2013 RSU’s awarded to you on the grant date shall be equal to $6,000,000 divided by the official closing price of Activision Blizzard’s common stock on the effective date of the grant, as reported by NASDAQ.  The number of shares awarded shall be rounded to the nearest whole number, and Activision Blizzard retains the discretion to modify the methodology for such calculations as it may determine in its sole and absolute discretion.  Finally, one-third of the

 

2



 

2013 RSU’s shall vest on each of March 31, 2015, March 31, 2016, and March 31, 2017, subject to your remaining employed by the Activision Blizzard Group through the applicable vesting date.  The award agreement will be based on Employer’s standard restricted share unit form, which is attached as Exhibit B.

 

(ii)                                  Activision Blizzard shall grant to you performance-vesting restricted share units (“Tranche I of the 2013 Performance Share Units”), which represent the conditional right to receive shares of Activision Blizzard’s common stock, with a total grant value of approximately $9,000,000. The actual number of Tranche I of the 2013 Performance Share Units awarded to you on the grant date shall be equal to $9,000,000 divided by the official closing price of Activision Blizzard’s common stock on the effective date of the grant, as reported by NASDAQ.  The number of Tranche I of the 2013 Performance Share Units awarded shall be rounded to the nearest whole number, and Activision Blizzard retains the discretion to modify the methodology for such calculations as it may determine in its sole and absolute discretion.  A maximum of up to one-third of Tranche I of the 2013 Performance Share Units (with a value at the time of grant of approximately $3,000,000) shall vest on each of March 31, 2015, March 31, 2016, and March 31, 2017, if, and only if, you are employed by Activision Blizzard through the applicable vesting date and the Compensation Committee determines that the non-GAAP earnings per share conditions set forth in Exhibit C are satisfied with respect to the applicable year.  The percentage of Tranche I of the 2013 Performance Share Units which vest annually, if any, shall be determined as set forth in Exhibit C.

 

(iii)                               Activision Blizzard shall grant to you performance-vesting restricted share units (“Tranche II of the 2013 Performance Share Units”), which represent the conditional right to receive shares of Activision Blizzard’s common stock, with a total grant value of approximately $5,400,000. The actual number of Tranche II of the 2013 Performance Share Units awarded to you on the grant date shall be equal to $5,400,000 divided by the official closing price of Activision Blizzard’s common stock on the effective date of the grant, as reported by NASDAQ.  The number of Tranche II of the 2013 Performance Share Units awarded shall be rounded to the nearest whole number, and Activision Blizzard retains the discretion to modify the methodology for such calculations as it may determine in its sole and absolute discretion.  A maximum of up to one-third of Tranche II of the 2013 Performance Share Units (with a value at the time of grant of approximately $1,800,000) shall vest each of March 31, 2015, March 31, 2016, and March 31, 2017, if, and only if, you are employed by Activision Blizzard through the applicable vesting date and the Compensation Committee determines that the non-GAAP free cash flow conditions set forth in Exhibit C are satisfied with respect to the applicable year.  The percentage of Tranche II of the 2013 Performance Share Units which vest annually, if any, shall be determined as set forth in Exhibit C.

 

3



 

(iv)                              Activision Blizzard shall grant to you performance-vesting restricted share units (“Tranche III of the 2013 Performance Share Units”), which represent the conditional right to receive shares of Activision Blizzard’s common stock, with a total grant value of approximately $5,400,000. The actual number of Tranche III of the 2013 Performance Share Units awarded to you on the grant date shall be equal to $5,400,000 divided by the official closing price of Activision Blizzard’s common stock on the effective date of the grant, as reported by NASDAQ.  The number of Tranche III of the 2013 Performance Share Units awarded shall be rounded to the nearest whole number, and Activision Blizzard retains the discretion to modify the methodology for such calculations, as it may determine in its sole and absolute discretion.  A maximum of up to one-third of Tranche III of the 2013 Performance Share Units (with a value at the time of grant of $1,800,000) shall vest each of March 31, 2015, March 31, 2016, and March 31, 2017, if, and only if, you are employed by Activision Blizzard through the applicable vesting date and the Compensation Committee determines that the non-GAAP operating income for Blizzard Entertainment, Inc. conditions set forth in Exhibit C are satisfied with respect to the applicable year.  The percentage of Tranche III of the 2013 Performance Share Units which vest annually, if any, shall be determined as set forth in Exhibit C.

 

Collectively, the 2013 RSU’s, Tranche I of the 2013 Performance Share Units, Tranche II of the 2013 Performance Share Units, and Tranche III of the 2013 Performance Share Units shall be referred to as the “2013 Equity Awards”.  You acknowledge that the grant of the 2013 Equity Awards pursuant to this Paragraph 2(m) is expressly conditioned upon approval by the Compensation Committee, and that the Compensation Committee has discretion to approve or disapprove the grants and/or to determine and make modifications to the terms of the grants.  The 2013 Equity Awards shall be subject to all terms of the equity incentive plan pursuant to which they are granted (the “Incentive Plan”), the Employer’s Executive Stock Ownership Guidelines (including, but not limited to, all of the limitations on equity awards described therein) which are attached as Exhibit D, and the award agreements (attached as Exhibits B & C).  In the event of a conflict between this Agreement and the terms of the Incentive Plan or award agreements, the Incentive Plan or the award agreements, as applicable, shall govern.  These 2013 Equity Awards, if and when approved by the Compensation Committee, shall be in addition to any previous equity incentive awards made to you.”

 

5.                                      CompensationParagraph 2(n) is hereby added to the Employment Agreement and shall read as follows:

 

“(n)                           2013 Discretionary Bonus Payment.  The Employer shall provide you with a payment in the amount of $2,000,000 (less applicable taxes and withholdings) via wire transfer as soon as reasonably practicable, and no later than fifteen (15) days, after the execution of this Amendment #4 by both parties.  This payment shall constitute full payment of the discretionary bonus awarded to you by the Compensation Committee on March 6, 2013, and no future payments shall be due pursuant to that discretionary award, as this bonus shall be fully earned by you upon such execution.”

 

4



 

6.                                      Other Benefits:  Paragraph 6 shall be amended to provide that Employee shall be provided during the Extended Employment Period, at Employer’s expense, with a supplemental term life insurance policy with a benefit amount of $9,375,000 through carrier of Activision Blizzard’s choice (in lieu of the $3,000,000 policy currently provided pursuant to Paragraph 6).

 

7.                                      Use of Defined Terms:  The parties agree that, with respect to the Agreement as amended by this Amendment No. 4, all references to “Restricted Shares” in Paragraph 9 of the Employment Agreement shall be deemed to include the “2013 RSUs” (in addition to the “Restricted Shares” and the “New Restricted Shares” and “RSU’s” referenced in all prior amendments).

 

8.                                      Termination of Obligations and Post Termination Payments:  The following provision is hereby added as Paragraph 9(e)(ix):  “Compensation paid pursuant to Paragraphs 9(e)(i)-(v) shall also include the following additional payment:  payment in lieu of any vacation accrued under Paragraph 7 but unused as of the Termination Date.  In addition, “Termination Date” for purposes of this Employment Agreement shall mean the effective date of your termination of employment without Cause or pursuant to Paragraphs 9 (a)-(d).”

 

9.                                      Termination of Obligations and Post Termination Payments:

 

(i)  The following provision is hereby added as Paragraph 9(e)(vii):  “Severance Conditioned Upon Release.  Certain payments and benefits described in Paragraphs (9)(e)(ii) and (iii) are conditioned upon your or your legal representative’s execution of a waiver and release in a form prepared by the Employer and that release becoming effective and irrevocable in its entirety within 60 days of the Termination Date.  Unless otherwise provided by the Employer, if the release referenced above does not become effective and irrevocable on or prior to the 60th day following the Termination Date, you shall not be entitled to any payments under Paragraphs 9(e)(ii) and 9(e)(iii) other than (x) the Base Salary through the date of your termination, (y) the reimbursement of approved expenses due to you pursuant to Paragraphs 2(h) and 5, and (z) payment in lieu of any vacation accrued under Paragraph 7 but unused as of the Termination Date.”

 

(ii) The following provision is hereby added as Paragraph 9(e)(viii):  “Termination On New Expiration Date.  In the event your employment terminates on the New Expiration Date, then you shall receive (a) the Base Salary through the New Expiration Date, (b) the reimbursement of approved expenses due to you pursuant to Paragraphs 2(h) and 5, (c) payment in lieu of any vacation accrued under Paragraph 7 but unused as of the New Expiration Date, (d) an amount equal to the Annual Bonus that the Employer determines, in its sole discretion, you would have received in accordance with Section 2(e) for any year that ended prior to the Termination Date had you remained employed through the date such bonus would have been otherwise been paid (in the event that your Termination Date occurs before such bonus would have been paid), and (e) an amount equal to the Annual Bonus that the Employer determines, in its sole discretion, you would have received in accordance with Section 2(e) for the year in which your Termination Date occurs had you had remained employed through the date such bonus would have been paid, multiplied by a fraction, the numerator of which is the number corresponding to the calendar month in which the Termination Date occurs and the denominator of which is 12, where, for purposes of calculating the amount of such bonus, any goals will be measured by actual performance.

 

5



 

10.                               Disposition of Stock Options and Restricted Shares Upon Termination:  Paragraph 9(f) is hereby modified as follows:  The entirety of Paragraph 9(f) (including the heading) is replaced with the following text:  “Disposition of Equity Awards Upon Termination.  The following terms shall apply to the equity awards granted to you during the term of your employment upon termination of your employment as follows:

 

(i)                                     Termination by the Employer With Cause.  In the event that your employment is terminated by Employer pursuant to Paragraph 9(a), all outstanding equity awards granted to you during the term of your employment shall cease to vest and, whether or not vested, shall no longer be exercisable and shall be cancelled immediately;

 

(ii)                                  Termination by You if Employer’s Business Is Relocated More Than 25 Miles, by the Employer Without Cause or by the Employer if You Become Disabled.  In the event that your employment is terminated by you pursuant to Paragraph 9(b), or by Employer (x) without Cause, or (y) as a result of your Disability pursuant to Paragraph 9(c), all outstanding equity awards granted to you during the term of your employment shall cease to vest.  All vested RSUs and Performance Share Units shall be paid in accordance with their terms.  Any vested portion of the Option shall remain exercisable until the earlier of (x) thirty (30) days after the Termination Date and (y) the original expiration date of the Option.  Any equity awards granted to you during the term of your employment that are not vested as of your Termination Date will be cancelled immediately;

 

(iii)                               Termination as a Result of Death.  In the event that your employment is terminated by Employer as a result of your Death pursuant to Paragraph 9(c), all outstanding equity awards granted to you during the term of your employment shall cease to vest.  All vested RSUs and Performance Share Units shall be paid in accordance with their terms.  Any vested portion of the Option shall remain exercisable until the earlier of (x) one (1) year after the Termination Date or (y) the original expiration date of the Option.  Any equity awards granted to you during the term of your employment that are not vested as of your Termination Date will be cancelled immediately; or

 

(iv)                              Termination on the New Expiration Date.  In the event that your employment terminates on the New Expiration Date, all outstanding equity awards granted to you during the term of your employment shall cease to vest.  All vested RSUs and Performance Share Units shall be paid in accordance with their terms.  Any vested portion of the Option shall remain exercisable until the earlier of (x) thirty (30) days after the Termination Date and (y) the original expiration date of the Option.  Any equity awards granted to you during the term of your employment that are not vested as of your Termination Date will be cancelled immediately.

 

11.                               Venue and Jurisdiction:  Paragraph 16(h) is hereby modified as follows:  The entirety of Paragraph 16(h) (including the heading) is replaced with the following text:  “Arbitration.  Except as otherwise provided in this Agreement, both parties agree that any dispute or controversy between them will be settled by final and binding arbitration pursuant to the terms of the Dispute Resolution Agreement (attached hereto as Exhibit E).”

 

12.                               Notices:  Your address in Paragraph 17 is updated to be the address you have previously provided to the Employer.

 

6



 

13.                               Section 280G and Section 162(m)A new Paragraph 18 is hereby added as follows:  “Notwithstanding anything herein to the contrary, in the event that you receive any payments or distributions, whether payable, distributed or distributable pursuant to the terms of this Agreement or otherwise, that constitute “parachute payments” within the meaning of Section 280G of the Code, and the net after-tax amount of the parachute payment is less than the net after-tax amount if the aggregate payment to be made to you were three times your “base amount” (as defined in Section 280G(b)(3) of the Code), less $1.00, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times your base amount, less $1.00.  To the extent the aggregate of the amounts constituting the parachute payments are required to be so reduced, the amounts provided under Paragraph 9 of this Agreement shall be reduced (if necessary, to zero) with amounts that are payable first reduced first; provided, however, that, in all events the payments provided under Paragraph 9 of this Agreement which are not subject to Section 409A shall be reduced first.  Similarly, you agree that no payments or distributions, whether payable, distributed or distributable pursuant to the terms of this Agreement or otherwise, shall be made to you if the Employer reasonably anticipates that Section 162(m) of the Code would prevent the Employer from receiving a deduction for such payment.  If, however, any payment is not made pursuant to the previous sentence, the Employer shall make such payment as soon as practicable in the first calendar year that it reasonably determines that it can do so and still receive a deduction for such payment.  The determinations to be made with respect to this Paragraph 18 shall be made by a certified public accounting firm designated by the Employer.”  The company acknowledges and agrees that the foregoing provision of this Paragraph 13 of this Amendment #4 does not apply to the payment required by Paragraph 5 of this Amendment #4.

 

14.                               Indemnification:  A new Paragraph 19 is hereby added as follows:  “The Employer agrees that it shall indemnify and hold you harmless to the fullest extent permitted by Delaware law from and against any and all third-party liabilities, costs and claims, and all expenses actually and reasonably incurred by you in connection therewith by reason of the fact that you are or were employed by the Activision Blizzard Group, including, without limitation, all costs and expenses actually and reasonably incurred by you in defense of litigation arising out of your employment hereunder.”

 

15.  Exhibit A and Related Provisions:  Exhibit A, Paragraph 6 of Amendment #1 and Paragraph 7 of Amendment #2 are all deleted in their entirety.

 

16.  No Shop ClauseParagraph 10 is hereby modified as follows:  In the second line, “120 days,” is replaced with “180 days”.

 

17.  Performance Termination:  Paragraph 9(d) is deleted in its entirety as well as any other references to “Performance Deficiency,” “Performance Termination” and to Paragraph 9(d), including, without limitation, Paragraph 9(e)(v).

 

7



 

AGREED AND ACCEPTED:

 

 

 

Employer

Employee

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

By:

/s/ Chris B. Walther

 

/s/ Thomas Tippl

Chris B. Walther

Thomas Tippl

 

 

 

 

Date:

January 15, 2014

 

Date:

January 15, 2014

 

8



EX-10.68 4 a2218641zex-10_68.htm EX-10.68

Exhibit 10.68

 

EXHIBIT B TO AMENDMENT #4 OF

 

TIPPL EMPLOYMENT AGREEMENT

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

You have been awarded Restricted Share Units of Activision Blizzard, Inc. (the “Company”), as follows:

 

·                  Your name:  Thomas Tippl

 

·                  Total number of Restricted Share Units awarded:  309,917

 

·                  Date of Grant:  February 10, 2014

 

·                  Grant ID:  08011202

 

·                  Your Award of Restricted Share Units is governed by the terms and conditions set forth in:

 

·                  this Notice of Restricted Share Unit Award;

 

·                  the Restricted Share Unit Award Terms attached hereto as Exhibit A (the “Award Terms”); and

 

·                  the Company’s Amended and Restated 2008 Incentive Plan, the receipt of a copy of which you hereby acknowledge.

 

·                  Your Award of Restricted Share Units has been made in connection with your employment agreement with the Company or one of its subsidiaries as a material inducement to your entering into or renewing employment with such entity pursuant to such agreement, and is also governed by any applicable terms and conditions set forth in such agreement.

 

·                  Schedule for Vesting:

 

Except as otherwise provided under the Award Terms, the Restricted Share Units awarded to you will vest as follows, provided you remain continuously employed by the Company or one of its subsidiaries through the applicable vesting date:

 

Schedule for Vesting

Date of Vesting

 

No. of Restricted
Share Units Vesting at
Vesting Date

 

Cumulative No. of
Restricted Share Units
Vested at Vesting Date

 

 

 

 

 

March 31, 2015

 

103,306

 

103,306

 



 

Schedule for Vesting

Date of Vesting

 

No. of Restricted
Share Units Vesting at
Vesting Date

 

Cumulative No. of
Restricted Share Units
Vested at Vesting Date

 

 

 

 

 

March 31, 2016

 

103,306

 

206,612

 

 

 

 

 

March 31, 2017

 

103,305

 

309,917

 

·                  Please sign and return to the Company this Notice of Restricted Share Unit Award, which bears an original signature on behalf of the Company.  You are urged to do so promptly.

 

·                  Please return the signed Notice of Restricted Share Unit Award to the Company at:

 

Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA  90405
Attn:  Stock Plan Administration

 

·                  By accepting the Award, you are deemed to be bound by the terms and conditions set forth in the Amended and Restated 2008 Incentive Plan, this Notice of Restricted Share Unit Award and the Award Terms.

 

2



 

You should retain the enclosed duplicate copy of this Notice of Restricted Share Unit Award for your records.

 

Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Award Terms.

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

/s/ Humam Sakhnini

 

Humam Sakhnini

 

Chief Strategy & Talent Officer

 

 

 

Date:

02/14/2014

 

 

 

 

 

 

ACCEPTED AND AGREED:

 

 

 

 

 

/s/ Thomas Tippl

 

 

Thomas Tippl

 

 

 

Date:

02/26/2014

 

 

 

3



 

EXHIBIT A

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

RESTRICTED SHARE UNIT AWARD TERMS

 

1.                                      Definitions.

 

(a)                                 For purposes of these Award Terms, the following terms shall have the meanings set forth below:

 

“Award” means the award described on the Grant Notice.

 

“Cause” (i) shall have the meaning given to such term in the Employment Agreement or any other employment agreement with any entity in the Company Group to which Grantee is then party or (ii) if Grantee is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a definition of “cause,” shall mean a good faith determination by the Company that Grantee (A) engaged in misconduct or gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group.

 

“Common Shares” means the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 10 hereof.

 

“Company” means Activision Blizzard, Inc. and any successor thereto.

 

“Company Group” means the Company and its subsidiaries.

 

“Company-Sponsored Equity Account” means an account that is created with the Equity Account Administrator in connection with the administration of the Company’s equity plans and programs, including the Plan.

 

“Date of Grant” means the Date of Grant of the Award set forth on the Grant Notice.

 

“Employment Agreement” means the employment agreement between Grantee and the Company, dated as of September 9, 2005, as amended from time to time.

 



 

“Employment Violation” means any material breach by Grantee of the Employment Agreement or any other employment agreement with any entity in the Company Group to which Grantee is then party for so long as the terms of that employment agreement shall apply to Grantee (with any breach of the post-termination obligations contained therein deemed to be material for purposes of this definition).

 

“Equity Account Administrator” means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company’s equity plans and programs, including the Plan.

 

“Exercise Rules and Regulations” means (i) the Securities Act or any comparable federal securities law and all applicable state securities laws, (ii) the requirements of any securities exchange, securities association, market system or quotation system on which Common Shares are then traded or quoted, (iii) any restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws, and (iv) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

 

“Grantee” means the recipient of the Award named on the Grant Notice.

 

“Grant Notice” means the Notice of Restricted Share Unit Award to which these Award Terms are attached as Exhibit A.

 

“Look-back Period” means, with respect to any Employment Violation by Grantee, the period beginning on the date which is 12 months prior to the date of such Employment Violation by Grantee and ending on the date of computation of the Recapture Amount with respect to such Employment Violation.

 

“Plan” means the Amended and Restated Activision Blizzard, Inc. 2008 Incentive Plan, as amended from time to time.

 

“Recapture Amount” means, with respect to any Employment Violation by Grantee, the gross gain realized or unrealized by Grantee upon all vesting of Restricted Share Units or delivery or transfer of Vested Shares during the Look-back Period with respect to such Employment Violation, which gain shall be calculated as the sum of:

 

(i)                                     if Grantee has received Vested Shares during such Look-back Period and sold any such Vested Shares, an amount equal to the sum of the sales price for all such Vested Shares; plus

 

(ii)                                  if Grantee has received Vested Shares during such Look-back Period and not sold all such Vested Shares, an amount equal to the product of (A) the greatest of the following: (1) the Market Value per Share of Common Shares on the date such Vested Shares were issued or transferred to Grantee, (2) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under Section 13 hereof, or (3) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ

 

A-2



 

for the 30 trading day period ending on the trading day immediately preceding the date of computation, times (B) the number of such Vested Shares which were not sold.

 

“Restricted Share Units” means units subject to the Award, which represent the conditional right to receive Common Shares in accordance with the Grant Notice and these Award Terms, unless and until such units become vested or are forfeited to the Company in accordance with the Grant Notice and these Award Terms.

 

“Section 409A” means Section 409A of the Code and the guidance and regulations promulgated thereunder.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Vested Shares” means the Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Withholding Taxes” means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required under any applicable law to be withheld from amounts otherwise payable to Grantee.

 

(b)                                 Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Plan.

 

2.                                      Vesting.  Except as otherwise set forth in these Award Terms, the Restricted Share Units shall vest in accordance with the “Schedule for Vesting” set forth on the Grant Notice.  Each Restricted Share Unit, upon vesting thereof, shall entitle the holder thereof to receive one Common Share (subject to adjustment pursuant to Section 10 hereof).

 

3.                                      Termination of Employment.

 

(a)                                 Cause.  In the event that Grantee’s employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and any outstanding Restricted Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof shall immediately be forfeited to the Company without payment of consideration by the Company.

 

(b)                                 Other.  Unless the Committee determines otherwise, in the event that Grantee’s employment is terminated for any reason other than for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and, with the exception of any Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company.

 

4.                                      Tax Withholding.  The Company shall have the right to require Grantee to satisfy any Withholding Taxes resulting from the vesting of any Restricted Share Units, the issuance or transfer of any Vested Shares or otherwise in connection with the Award at the time such Withholding Taxes become due.  The Company shall determine the method or methods Grantee may use to satisfy any Withholding Taxes contemplated by this Section 4, which may include

 

A-3



 

any of the following:  (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (c) if securities of the Company of the same class as the Vested Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company’s consent, such other brokerage firm as may be requested by the Grantee) to sell some or all of the Vested Shares and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; or (d) by any combination of (a), (b) and (c) above.  Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 4 are satisfied by (i) withholding from Grantee’s compensation, (ii) withholding Vested Shares otherwise then deliverable (in which case Grantee will be deemed to have been issued the full number of Vested Shares), and (iii) arranging for the sale, on Grantee’s behalf, of Vested Shares otherwise then deliverable.  The Company shall have no obligation to deliver any Vested Shares unless and until all Withholding Taxes contemplated by this Section 4 have been satisfied.

 

5.                                      Deemed AgreementBy accepting the Award, Grantee is deemed to be bound by the terms and conditions set forth in the Plan, the Grant Notice and these Award Terms.

 

6.                                      Reservation of Shares.  The Company shall at all times reserve for issuance or delivery upon vesting of the Restricted Share Units such number of Common Shares as shall be required for issuance or delivery upon vesting thereof.

 

7.                                      Dividend Equivalents.  In the event that any cash dividends are declared and paid on Common Shares to which the holder of the Restricted Share Units would be entitled upon vesting thereof, such holder shall be paid, no later than the 45th day following the year in which the related dividends are paid, the amount that such holder would have received if the Restricted Share Units had vested, and the Common Shares to which such holder was thereupon entitled had been issued and outstanding and held of record by such holder, as of the record date for such dividend; provided, however, that no such dividend equivalents shall be paid if the Restricted Share Units have been forfeited to the Company in accordance with Section 3 hereof prior to payment thereof.  For purposes of the time and form of payment requirements of Section 409A, such dividend equivalents shall be treated separately from the Restricted Share Units.

 

8.                                      Receipt and Delivery.  As soon as administratively practicable (and, in any event, within 30 days) after any Restricted Share Units vest, the Company shall (a) effect the issuance or transfer of the resulting Vested Shares, (b) cause the issuance or transfer of such Vested Shares to be evidenced on the books and records of the Company, and (c) cause such Vested Shares to be delivered to a Company-Sponsored Equity Account in the name of the person entitled to such Vested Shares (or, with the Company’s consent, such other brokerage account as may be requested by such person); provided, however, that, in the event such Vested Shares are subject to a legend as set forth in Section 16 hereof, the Company shall instead cause a certificate

 

A-4



 

evidencing such Vested Shares and bearing such legend to be delivered to the person entitled thereto.

 

9.                                      Committee Discretion.  Except as may otherwise be provided in the Plan, the Committee shall have sole discretion to (a) interpret any provision of the Plan, the Grant Notice and these Award Terms, (b) make any determinations necessary or advisable for the administration of the Plan and the Award, and (c) waive any conditions or rights of the Company under the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or effect of the foregoing, any decision or determination to be made by the Committee pursuant to these Award Terms, including whether to grant or withhold any consent, shall be made by the Committee in its sole and absolute discretion, subject only to the terms of the Plan.  Subject to the terms of the Plan, the Committee may amend the terms of the Award prospectively or retroactively; however, no such amendment may materially and adversely affect the rights of Grantee taken as a whole without Grantee’s consent.  Without intending to limit the generality or effect of the foregoing, the Committee may amend the terms of the Award (i) in recognition of unusual or nonrecurring events (including, without limitation, events described in Section 10 hereof) affecting any entity in the Company Group or any of the Company’s other affiliates or the financial statements of any entity in the Company Group or any of the Company’s other affiliates, (ii) in response to changes in applicable laws, regulations or accounting principles and interpretations thereof, or (iii) to prevent the Award from becoming subject to any adverse consequences under Section 409A.

 

10.                               Adjustments.  Notwithstanding anything to the contrary contained herein, pursuant to Section 12 of the Plan, the Committee will make or provide for such adjustments to the Award as are equitably required to prevent dilution or enlargement of the rights of Grantee that otherwise would result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Award.

 

11.                               Registration and Listing.  Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to issue or transfer any Restricted Share Units or Vested Shares, and no Restricted Share Units or Vested Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with all Exercise Rules and Regulations.  The Company is under no obligation to register, qualify or list, or maintain the registration, qualification or listing of, Restricted Share Units or Vested Shares with the SEC, any state securities commission or any securities exchange, securities association, market system or quotation system to effect such compliance.  Grantee shall make such representations and furnish such information as may be appropriate to permit the Company, in light of the then existence or non-existence of an effective registration statement under the Securities Act relating to Restricted Share Units or Vested Shares, to issue or transfer Restricted Share Units or Vested Shares in compliance with the

 

A-5


 

provisions of that or any comparable federal securities law and all applicable state securities laws.  The Company shall have the right, but not the obligation, to register the issuance or transfer of Restricted Share Units or Vested Shares or resale of Restricted Share Units or Vested Shares under the Securities Act or any comparable federal securities law or applicable state securities law.

 

12.                               Transferability.  Subject to the terms of the Plan and only with the Company’s consent, Grantee may transfer Restricted Share Units for estate planning purposes or pursuant to a domestic relations order; provided, however, that any transferee shall be bound by all of the terms and conditions of the Plan, the Grant Notice and these Award Terms and shall execute an agreement in form and substance satisfactory to the Company in connection with such transfer; and provided, further that Grantee will remain bound by the terms and conditions of the Plan, the Grant Notice and these Award Terms.  Except as otherwise permitted under the Plan or this Section 12, the Restricted Share Units shall not be transferable by Grantee other than by will or the laws of descent and distribution.

 

13.                               Employment Violation.  The terms of this Section 13 shall apply to the Restricted Share Units so long as Grantee is subject to the Employment Agreement or any other employment agreement with any entity in the Company Group.  In the event of an Employment Violation, the Company shall have the right to require (a) the forfeiture by Grantee to the Company of any outstanding Restricted Share Units or Vested Shares which have yet to settle pursuant to Section 8 hereof and (b) payment by Grantee to the Company of the Recapture Amount with respect to such Employment Violation; provided, however, that, in lieu of payment by Grantee to the Company of the Recapture Amount, Grantee, in his or her discretion, may tender to the Company the Vested Shares acquired during the Look-back Period with respect to such Employment Violation (without any consideration from the Company in exchange therefor).  Any such forfeiture of Restricted Share Units and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with such Employment Violation, including, without limitation, the right to terminate Grantee’s employment if not already terminated and to seek injunctive relief and additional monetary damages.

 

14.                               Compliance with Applicable Laws and Regulations and Company Policies and Procedures.

 

(a)                                 Grantee is responsible for complying with (i) any federal, state and local taxation laws applicable to Grantee in connection with the Award and (ii) all Exercise Rules and Regulations.

 

(b)                                 The Award is subject to the terms and conditions of any policy requiring or permitting the Company to recover any gains realized by Grantee in connection with the Award, including, without limitation, the Policy on Recoupment of Performance-Based Compensation Related to Certain Financial Restatements.

 

(c)                                  The Award is subject to the terms and conditions of the Executive Stock Ownership Guidelines and the limitations contained therein on the ability of Grantee to transfer any Vested Shares.

 

A-6



 

15.                               Section 409A.

 

(a)                                 Payments contemplated with respect to the Award are intended to comply with Section 409A, and all provisions of the Plan, the Grant Notice and these Award Terms shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  Notwithstanding the foregoing, (i) nothing in the Plan, the Grant Notice and these Award Terms shall guarantee that the Award is not subject to taxes or penalties under Section 409A and (ii) if any provision of the Plan, the Grant Notice or these Award Terms would, in the reasonable, good faith judgment of the Company, result or likely result in the imposition on Grantee or any other person of taxes, interest or penalties under Section 409A, the Committee may, in its sole discretion, modify the terms of the Plan, the Grant Notice or these Award Terms, without the consent of Grantee, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such taxes, interest or penalties; provided, however, that this Section 14 does not create an obligation on the part of the Committee or the Company to make any such modification, and in no event shall the Company be liable for the payment of or gross up in connection with any taxes, interest or penalties owed by Grantee pursuant to Section 409A.

 

(b)                                 Neither Grantee nor any of Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable with respect to the Award to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Grantee or for Grantee’s benefit with respect to the Award may not be reduced by, or offset against, any amount owing by Grantee to the Company.

 

(c)                                  Notwithstanding anything to the contrary contained herein, if (i) the Committee determines in good faith that the Restricted Share Units do not qualify for the “short-term deferral exception” under Section 409A, (ii) Grantee is a “specified employee” (as defined in Section 409A) and (iii) a delay in the issuance or transfer of Vested Shares to Grantee or his or her estate or beneficiaries hereunder by reason of Grantee’s “separation from service” (as defined in Section 409A) with any entity in the Company Group is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the Company shall cause the issuance or transfer of such Vested Shares to Grantee or Grantee’s estate or beneficiary upon the earlier of (A) the date that is the first business day following the date that is six months after the date of Grantee’s separation from service or (B) Grantee’s death.

 

A-7



 

16.                               Legend.  The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing Vested Shares to bear a legend substantially as follows:

 

“THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘ACT’), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.”

 

17.                               No Right to Continued Employment.  Nothing contained in the Grant Notice or these Award Terms shall be construed to confer upon Grantee any right to be continued in the employ of any entity in the Company Group or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge Grantee at any time, with or without Cause.

 

18.                               No Rights as Stockholder.  No holder of Restricted Share Units shall, by virtue of the Grant Notice or these Award Terms, be entitled to any right of a stockholder of the Company, either at law or in equity, and the rights of any such holder are limited to those expressed, and are not enforceable against the Company except to the extent set forth in the Plan, the Grant Notice or these Award Terms.

 

19.                               Severability.  In the event that one or more of the provisions of these Award Terms shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

 

20.                               Venue and Governing Law.

 

(a)                                 For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the grant of the Restricted Share Units or these Award Terms, the parties submit and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Los Angeles County, California or the federal courts of the United States for the Central District of California, and no other courts, regardless of where the grant of the Restricted Share Units is made and/or to be performed.

 

(b)                                 To the extent that federal law does not otherwise control, the validity, interpretation, performance and enforcement of the Grant Notice and these Award Terms shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof.

 

A-8



 

21.                               Successors and Assigns.  The provisions of the Grant Notice and these Award Terms shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Grantee and, to the extent applicable, Grantee’s permitted assigns under Section 12 hereof and Grantee’s estate or beneficiaries as determined by will or the laws of descent and distribution.

 

22.                               Notices.

 

(a)                                 Any notice or other document which Grantee may be required or permitted to deliver to the Company pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to the Company, at its office at 3100 Ocean Park Boulevard, Santa Monica, California 90405, Attn: Stock Plan Administration, or such other address as the Company by notice to Grantee may designate in writing from time to time.  Notices shall be effective upon delivery.

 

(b)                                 Any notice or other document which the Company may be required or permitted to deliver to Grantee pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to Grantee at the address shown on any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time, or such other address as Grantee by notice to the Company may designate in writing from time to time.  The Company may also, in its sole discretion, deliver any such document to Grantee electronically via an e-mail to Grantee at his or her Company-provided email address or through a notice delivered to such e-mail address that such document is available on a website established and maintained on behalf of the Company or a third party designated by the Company, including, without limitation, the Equity Account Administrator.  Notices shall be effective upon delivery.

 

23.                               Conflict with Employment Agreement or Plan.  In the event of any conflict between the terms of any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time and the terms of the Grant Notice or these Award Terms, the terms of the Grant Notice or these Award Terms, as the case may be, shall control.  In the event of any conflict between the terms of any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time, the Grant Notice or these Award Terms and the terms of the Plan, the terms of the Plan shall control.

 

24.                               Imposition of Other Requirements.  The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the Restricted Share Units and on any Common Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

25.                               Waiver.  Grantee acknowledges that a waiver by the Company of a breach of any provision of these Award Terms shall not operate or be construed as a waiver of any other

 

A-9



 

provision of these Award Terms, or of any subsequent breach by Grantee or any other grantee of an equity award from the Company.

 

A-10



EX-10.107 5 a2218641zex-10_107.htm EX-10.107

Exhibit 10.107

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

NOTICE OF STOCK OPTION AWARD

 

You have been awarded an option to purchase Common Shares of Activision Blizzard, Inc. (the “Company”), as follows:

 

·                  Your name:  Mike Morhaime

 

·                  Total number of Shares purchasable upon exercise of the Stock Option awarded:  200,000

 

·                  Exercise Price:  US$17.72 per Share

 

·                  Date of Grant:  November 15, 2013

 

·                  Expiration Date:  November 15, 2023

 

·                  Grant ID:  08011194

 

·                  Your Award of the Stock Option is governed by the terms and conditions set forth in:

 

·                  this Notice of Stock Option Award;

 

·                  the Stock Option Award Terms attached hereto as Exhibit A (the “Award Terms”); and

 

·                  the Company’s Amended and Restated 2008 Incentive Plan, the receipt of a copy of which you hereby acknowledge.

 

·                  Your Stock Option Award has been made in connection with your employment agreement with the Company or one of its subsidiaries as a material inducement to your entering into or renewing employment with such entity pursuant to such agreement, and is also governed by any applicable terms and conditions set forth in such agreement.

 

·                  Schedule for Vesting:  Except as otherwise provided under the Award Terms, the Stock Option awarded to you will vest and become exercisable as follows, provided you remain continuously employed by the Company or one of its subsidiaries through the applicable vesting date:

 

Schedule for Vesting

Date of Vesting

 

No. of Shares
Vesting at Vesting
Date

 

Cumulative No. of
Shares Vested at
Vesting Date

November 14, 2014

 

66,667

 

66,667

November 14, 2015

 

66,667

 

133,334

November 14, 2016

 

66,666

 

200,000

 



 

·                  The Stock Option is not intended to be an “incentive stock option,” as such term is defined in Section 422 of the Code.

 

·                  Please sign and return to the Company this Notice of Stock Option Award, which bears an original signature on behalf of the Company.  You are urged to do so promptly.

 

·                  Please return the signed Notice of Stock Option Award to the Company at:

 

Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA  90405
Attn:  Stock Plan Administration

 

·                  By accepting the Award, you are deemed to be bound by the terms and conditions set forth in the Amended and Restated 2008 Incentive Plan, this Notice of Stock Option Award and the Award Terms.

 

You should retain the enclosed duplicate copy of this Notice of Stock Option Award for your records.

 

Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Award Terms.

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

/w/ Human Sakhnini

 

Humam Sakhnini

 

Chief Strategy & Talent Officer

 

 

 

Date:

01/21/2014

 

 

 

 

 

 

ACCEPTED AND AGREED:

 

 

 

 

 

/s/ Mike Morhaime

 

 

Mike Morhaime

 

 

 

Date:

01/24/2014

 

 

 

2



 

EXHIBIT A

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

STOCK OPTION AWARD TERMS

 

1.                                      Definitions.

 

(a)                                 For purposes of these Award Terms, the following terms shall have the meanings set forth below:

 

“Award” means the award described on the Grant Notice.

 

“Cause” (i) shall have the meaning given to such term in any employment agreement or offer letter between the Holder and any entity in the Company Group in effect at the time of the determination or (ii) if the Holder is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a definition of “cause,” shall mean a good faith determination by the Company that the Holder (A) engaged in misconduct or gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group.

 

“Common Shares” means the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 9 hereof.

 

“Company” means Activision Blizzard, Inc. and any successor thereto.

 

“Company Group” means the Company and its subsidiaries.

 

“Company-Sponsored Equity Account” means an account that is created with the Equity Account Administrator in connection with the administration of the Company’s equity plans and programs, including the Plan.

 

“Date of Grant” means the Date of Grant of the Award set forth on the Grant Notice.

 

“Disability” (i) shall have the meaning given to such term in, or otherwise be determined in accordance with, any employment agreement or offer letter between the Holder and any entity in the Company Group in effect at the time of the determination or (ii) if the Holder is not then party to any agreement or offer letter with any entity in the Company Group or

 



 

any such agreement or offer letter does not contain a definition of “disability” or otherwise provide a method for determining whether the Holder is disabled, shall mean the Holder is receiving benefits under any long-term disability plan of the Company Group then in effect.

 

“Employment Violation” means any material breach by the Holder of his or her employment agreement with any entity in the Company Group for so long as the terms of such employment agreement shall apply to the Holder (with any breach of the post-termination obligations contained therein deemed to be material for purposes of this definition).

 

“Equity Account Administrator” means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company’s equity plans and programs, including the Plan.

 

“Exercise Price” means the Exercise Price set forth on the Grant Notice.

 

“Exercise Rules and Regulations” means (i) the Securities Act or any comparable federal securities law and all applicable state securities laws, (ii) the requirements of any securities exchange, securities association, market system or quotation system on which Common Shares are then traded or quoted, (iii) any restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws, and (iv) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

 

“Expiration Date” means the Expiration Date set forth on the Grant Notice.

 

“Grant Notice” means the Notice of Stock Option Award to which these Award Terms are attached as Exhibit A.

 

“Holder” means the recipient of the Award named on the Grant Notice.

 

“Look-back Period” means, with respect to any Employment Violation by the Holder, the period beginning on the date which is 12 months prior to the date of such Employment Violation by the Holder and ending on the date of computation of the Recapture Amount with respect to such Employment Violation.

 

“Option” means the Stock Option to purchase Common Shares awarded to the Holder on the terms and conditions described in the Grant Notice and these Award Terms.

 

“Plan” means the Amended and Restated Activision Blizzard, Inc. 2008 Incentive Plan, as amended from time to time.

 

“Recapture Amount” means, with respect to any Employment Violation by the Holder, the gross gain realized or unrealized by the Holder upon all exercises of the Stock Option during the Look-back Period with respect to such Employment Violation, which gain shall be calculated as the sum of:

 

(i)                                     if the Holder has exercised any portion of the Stock Option during such Look-back Period and sold any of the Shares acquired on exercise thereafter, an amount equal to (A) the sum of the sales price for all such Shares sold minus (B) the aggregate Exercise Price for such Shares; plus

 

A-2



 

(ii)                                  if the Holder has exercised any portion of the Stock Option during such Look-back Period and not sold all of the Shares acquired on exercise thereafter, an amount equal to the product of (A) the greatest of the following, minus the Exercise Price: (1) the Market Value per Share of Common Shares on the date of exercise, (2) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under Section 12 hereof, or (3) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of computation times (B) the number of Shares as to which the Stock Option was exercised and which were not sold.

 

“Section 409A” means Section 409A of the Code and the guidance and regulations promulgated thereunder.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Shares means the Common Shares purchasable upon exercise of the Stock Option.

 

“Withholding Taxes” means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required under any applicable law to be withheld from amounts otherwise payable to the Holder.

 

(b)                                 Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Plan.

 

2.                                      Expiration.  The Stock Option shall expire on the Expiration Date and, after such expiration, shall no longer be exercisable.

 

3.                                      Vesting and Exercise.

 

(a)                                 Vesting Schedule.  Except as otherwise set forth in these Award Terms, the Stock Option shall vest, and thereupon become exercisable, in accordance with the “Schedule for Vesting” set forth on the Grant Notice.

 

(b)                                 Exercisable Only by the Holder.  Except as otherwise permitted under the Plan or Section 11 hereof, the Stock Option may be exercised during the Holder’s lifetime only by the Holder or, in the event of the Holder’s legal incapacity to do so, by the Holder’s guardian or legal representative acting on behalf of the Holder in a fiduciary capacity under court supervision and/or applicable law.

 

(c)                                  Procedure for Exercise.  The Stock Option may be exercised by the Holder as to all or any of the Shares as to which the Stock Option has vested (i) by following the procedures for exercise established by the Equity Account Administrator and posted on the Equity Account Administrator’s website from time to time or (ii) with the Company’s consent, by giving the Company written notice of exercise, in such form as may be prescribed by the Company from time to time, specifying the number of Shares to be purchased.

 

A-3



 

(d)                                 Payment of Exercise Price.  To be valid, any exercise of the Stock Option must be accompanied by full payment of the aggregate Exercise Price of the Shares being purchased.  The Company shall determine the method or methods the Holder may use to make such payment, which may include any of the following:  (i) by bank check or certified check or wire transfer of immediately available funds, (ii) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company’s consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate Exercise Price of the Shares being purchased, (iii) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender), (iv) through the withholding of Shares otherwise deliverable upon exercise, or (v) any combination of (i), (ii), (iii) or (iv) above or any other manner permitted pursuant to the Plan.

 

(e)                                  No Fractional Shares.  In no event may the Stock Option be exercised for a fraction of a Share.

 

(f)                                   No Adjustment for Dividends or Other Rights.  No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date as of which the issuance or transfer of Shares to the person entitled thereto has been evidenced on the books and records of the Company pursuant to clause (ii) of Section 3(g) hereof following exercise of the Stock Option.

 

(g)                                  Issuance and Delivery of Shares.  As soon as practicable (and, in any event, within 30 days) after the valid exercise of the Stock Option, the Company shall (i) effect the issuance or transfer of the Shares purchased upon such exercise, (ii) cause the issuance or transfer of such Shares to be evidenced on the books and records of the Company, and (iii) cause such Shares to be delivered to a Company-Sponsored Equity Account in the name of the person entitled to such Shares (or, with the Company’s consent, such other brokerage account as may be requested by such person); provided, however, that, in the event such Shares are subject to a legend as set forth in Section 15 hereof, the Company shall instead cause a certificate evidencing such Shares and bearing such legend to be delivered to the person entitled thereto.

 

(h)                                 Partial Exercise.  If the Stock Option shall have been exercised with respect to less than all of the Shares purchasable upon exercise of the Stock Option, the Company shall make a notation in its books and records to reflect the partial exercise of the Stock Option and the number of Shares that thereafter remain available for purchase upon exercise of the Stock Option.

 

4.                                      Termination of Employment.

 

(a)                                 Cause.  In the event that the Holder’s employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment the Stock Option shall (i) cease to vest, if not then fully vested, (ii) no longer be exercisable, whether or not vested, and (iii) be immediately cancelled.

 

A-4



 

(b)                                 Death or Disability. Unless the Committee determines otherwise, in the event that the Holder dies while employed by any entity in the Company Group or the Holder’s employment with any entity in the Company Group is terminated due to the Holder’s Disability, the Stock Option shall (i) cease to vest as of the date of the Holder’s death or the first date of the Holder’s Disability (as determined by the Committee), as the case may be, and (ii) to the extent vested as of the date of the Holder’s death or the first date of the Holder’s Disability, as the case may be, remain exercisable in accordance with these Award Terms until the earlier of (A) the first anniversary of the date of the Holder’s death or termination of employment, as the case may be, and (B) the Expiration Date, after which the Stock Option shall no longer be exercisable and shall be immediately cancelled.  To the extent not vested as of the date of the Holder’s death or the first date of the Holder’s Disability, as the case may be, the Stock Option shall be immediately cancelled and shall no longer be exercisable.

 

(c)                                  Other.  Unless the Committee determines otherwise, in the event that the Holder’s employment is terminated for any reason not addressed by Section 4(a) or 4(b) hereof, the Stock Option shall (i) cease to vest as of the date of such termination of employment and (ii) to the extent vested as of the date of such termination of employment, be exercisable in accordance with these Award Terms until the earlier of (A) the 30th day after the date of such termination of employment (or, if the Holder is prohibited from exercising the Stock Option during some or all of the 30-day period following such termination date because such exercise would not be in compliance with the Exercise Rules and Regulations, whatever later date may be determined in accordance with a Committee-approved policy) and (B) the Expiration Date, after which the Stock Option shall no longer be exercisable and shall be immediately cancelled.  To the extent not vested as of the date of such termination of service, the Stock Option shall be immediately cancelled and shall no longer be exercisable.

 

5.                                      Tax Withholding.  The Company shall have the right to require the Holder to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) of the Stock Option, the issuance or transfer of any Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due.  The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes contemplated by this Section 5, which may include any of the following:  (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company’s consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (c) or (d) above.  Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 5 are satisfied by (i) withholding from the Holder’s compensation, (ii) withholding Shares otherwise then deliverable (in which case the Holder will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock Option), and (iii) arranging for the sale, on the Holder’s behalf, of Shares otherwise then

 

A-5


 

deliverable.  The Company shall have no obligation to deliver any Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 have been satisfied.

 

6.                                      Deemed AgreementBy accepting the Award, the Holder is deemed to be bound by the terms and conditions set forth in the Plan, the Grant Notice and these Award Terms.

 

7.                                      Reservation of Shares.  The Company shall at all times reserve for issuance or delivery upon exercise of the Stock Option such number of Common Shares as shall be required for issuance or delivery upon exercise thereof.

 

8.                                      Committee Discretion.  Except as may otherwise be provided in the Plan, the Committee shall have sole discretion to (a) interpret any provision of the Plan, the Grant Notice and these Award Terms, (b) make any determinations necessary or advisable for the administration of the Plan and the Award, and (c) waive any conditions or rights of the Company under the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or effect of the foregoing, any decision or determination to be made by the Committee pursuant to these Award Terms, including whether to grant or withhold any consent, shall be made by the Committee in its sole and absolute discretion, subject only to the terms of the Plan.  Subject to the terms of the Plan, the Committee may amend the terms of the Award prospectively or retroactively; however, no such amendment may materially and adversely affect the rights of the Holder taken as a whole without the Holder’s consent.  Without intending to limit the generality or effect of the foregoing, the Committee may amend the terms of the Award (i) in recognition of unusual or nonrecurring events (including, without limitation, events described in Section 9 hereof) affecting any entity in the Company Group or any of the Company’s other affiliates or the financial statements of any entity in the Company Group or any of the Company’s other affiliates, (ii) in response to changes in applicable laws, regulations or accounting principles and interpretations thereof, or (iii) to prevent the Award from becoming subject to Section 409A.

 

9.                                      Adjustments.  Notwithstanding anything to the contrary contained herein, pursuant to Section 13 of the Plan, the Committee will make or provide for such adjustments to the Award as are equitably required to prevent dilution or enlargement of the rights of the Holder that otherwise would result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Award.

 

10.                               Registration and Listing.  Notwithstanding anything to the contrary contained herein, the Stock Option may not be exercised, and the Stock Option and Shares purchasable upon exercise of the Stock Option may not be purchased, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with all Exercise Rules and Regulations.  The Company is under no obligation to

 

A-6



 

register, qualify or list, or maintain the registration, qualification or listing of, the Stock Option or Shares with the SEC, any state securities commission or any securities exchange, securities association, market system or quotation system to effect such compliance.  The Holder shall make such representations and furnish such information as may be appropriate to permit the Company, in light of the then existence or non-existence of an effective registration statement under the Securities Act relating to the Stock Option or Shares, to issue or transfer the Stock Option or Shares in compliance with the provisions of that or any comparable federal securities law and all applicable state securities laws.  The Company shall have the right, but not the obligation, to register the issuance or resale of the Stock Option or Shares under the Securities Act or any comparable federal securities law or applicable state securities law.

 

11.                               Transferability.  Subject to the terms of the Plan and only with the Company’s consent, the Holder may transfer all or part of the Stock Option for estate planning purposes or pursuant to a domestic relations order; provided, however, that any transferee shall be bound by all of the terms and conditions of the Plan, the Grant Notice and these Award Terms and shall execute an agreement in form and substance satisfactory to the Company in connection with such transfer; and provided further that the Holder will remain bound by the terms and conditions of the Plan, the Grant Notice and these Award Terms.  Except as otherwise permitted under the Plan or this Section 11, the Stock Option shall not be transferable by the Holder other than by will or the laws of descent and distribution.

 

12.                               Employment Violation.  The terms of this Section 12 shall apply to the Stock Option if the Holder is or becomes subject to an employment agreement with any entity in the Company Group.  In the event of an Employment Violation, the Company shall have the right to require (a) the termination and cancellation of the Stock Option, whether vested or unvested, and (b) payment by the Holder to the Company of the Recapture Amount with respect to such Employment Violation; provided, however, that, in lieu of payment by the Holder to the Company of the Recapture Amount, the Holder, in his or her discretion, may tender to the Company the Shares acquired upon exercise of the Stock Option during the Look-back Period with respect to such Employment Violation (without any consideration from the Company in exchange therefor).  Any such termination of the Stock Option and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with such Employment Violation, including, without limitation, the right to terminate the Holder’s employment if not already terminated and to seek injunctive relief and additional monetary damages.

 

13.                               Compliance with Applicable Laws and Regulations and Company Policies and Procedures.

 

(a)                                 The Holder is responsible for complying with (i) any federal, state and local taxation laws applicable to the Holder in connection with the Award and (ii) all Exercise Rules and Regulations.

 

(b)                                 The Award is subject to the terms and conditions of any policy requiring or permitting the Company to recover any gains realized by the Holder in connection with the Award, including, without limitation, the Policy on Recoupment of Performance-Based Compensation Related to Certain Financial Restatements.

 

A-7



 

(c)                                  The Award is subject to the terms and conditions of the Executive Stock Ownership Guidelines and the limitations contained therein on the ability of the Holder to transfer any Common Shares.

 

14.                               Section 409A.  As the Exercise Price is equal to the fair market value of a Share on the Date of Grant, payments contemplated with respect to the Award are intended to be exempt from Section 409A, and all provisions of the Plan, the Grant Notice and these Award Terms shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  Notwithstanding the foregoing, (a) nothing in the Plan, the Grant Notice and these Award Terms shall guarantee that the Award is not subject to taxes or penalties under Section 409A and (b) if any provision of the Plan, the Grant Notice or these Award Terms would, in the reasonable, good faith judgment of the Company, result or likely result in the imposition on the Holder or any other person of taxes, interest or penalties under Section 409A, the Committee may, in its sole discretion, modify the terms of the Plan, the Grant Notice or these Award Terms, without the consent of the Holder, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such taxes, interest or penalties; provided, however, that this Section 13 does not create an obligation on the part of the Committee or the Company to make any such modification, and in no event shall the Company be liable for the payment of or gross up in connection with any taxes, interest or penalties owed by the Holder pursuant to Section 409A.

 

15.                               Legend.  The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing Shares to bear a legend substantially as follows:

 

“THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘ACT’), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.”

 

16.                               No Right to Continued Employment.  Nothing contained in the Grant Notice or these Award Terms shall be construed to confer upon the Holder any right to be continued in the employ of any entity in the Company Group or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge the Holder at any time, with or without Cause.

 

17.                               No Rights as Stockholder.  No holder of the Stock Option shall, by virtue of the Grant Notice or these Award Terms, be entitled to any right of a stockholder of the Company, either at law or in equity, and the rights of any such holder are limited to those expressed, and are not enforceable against the Company except to the extent set forth, in the Plan, the Grant Notice or these Award Terms.

 

18.                               Severability.  In the event that one or more of the provisions of these Award Terms shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

 

A-8



 

19.                               Venue and Governing Law.

 

(a)                                 For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the grant of the Stock Option or these Award Terms, the parties submit and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Los Angeles County, California or the federal courts of the United States for the Central District of California, and no other courts, regardless of where the grant of the Stock Option is made and/or to be performed.

 

(b)                                 To the extent that federal law does not otherwise control, the validity, interpretation, performance and enforcement of the Grant Notice and these Award Terms shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof.

 

20.                               Successors and Assigns.  The provisions of the Grant Notice and these Award Terms shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Holder and, to the extent applicable, the Holder’s permitted assigns under Section 3(b) hereof and the Holder’s estate or beneficiaries as determined by will or the laws of descent and distribution.

 

21.                               Notices.

 

(a)                                 Any notice or other document which the Holder may be required or permitted to deliver to the Company pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to the Company, at its office at 3100 Ocean Park Boulevard, Santa Monica, California 90405, Attn: Stock Plan Administration, or such other address as the Company by notice to the Holder may designate in writing from time to time.  Notices shall be effective upon delivery.

 

(b)                                 Any notice or other document which the Company may be required or permitted to deliver to the Holder pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to the Holder at the address shown on any employment agreement or offer letter between the Holder and any entity in the Company Group in effect at the time, or such other address as the Holder by notice to the Company may designate in writing from time to time.  The Company may also, in its sole discretion, deliver any such document to the Holder electronically via an e-mail to the Holder at his or her Company-provided email address or through a notice delivered to such e-mail address that such document is available on a website established and maintained on behalf of the Company or a third party designated by the Company, including, without limitation, the Equity Account Administrator.  Notices shall be effective upon delivery.

 

A-9



 

22.                               Conflict with Employment Agreement or Plan.  In the event of any conflict between the terms of any employment agreement or offer letter between the Holder and any entity in the Company Group in effect at the time and the terms of the Grant Notice or these Award Terms, the terms of the Grant Notice or these Award Terms, as the case may be, shall control.  In the event of any conflict between the terms of any employment agreement or offer letter between the Holder and any entity in the Company Group in effect at the time, the Grant Notice or these Award Terms and the terms of the Plan, the terms of the Plan shall control.

 

23.                               Imposition of Other Requirements.  The Company reserves the right to impose other requirements on the Holder’s participation in the Plan, on the Stock Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to facilitate the administration of the Plan, and to require the Holder to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

24.                               Waiver.  The Holder acknowledges that a waiver by the Company of a breach of any provision of these Award Terms shall not operate or be construed as a waiver of any other provision of these Award Terms, or of any subsequent breach by the Holder or any other holder of an equity award from the Company.

 

A-10



EX-10.108 6 a2218641zex-10_108.htm EX-10.108

Exhibit 10.108

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

 

You have been awarded Restricted Share Units of Activision Blizzard, Inc. (the “Company”), as follows:

 

·                  Your name:  Mike Morhaime

 

·                  Total number of Restricted Share Units awarded:  70,000

 

·                  Date of Grant:  November 15, 2013

 

·                  Grant ID:  08011186

 

·                  Your Award of Restricted Share Units is governed by the terms and conditions set forth in:

 

·                  this Notice of Restricted Share Unit Award;

 

·                  the Restricted Share Unit Award Terms attached hereto as Exhibit A (the “Award Terms”); and

 

·                  the Company’s Amended and Restated 2008 Incentive Plan, the receipt of a copy of which you hereby acknowledge.

 

·                  Your Award of Restricted Share Units has been made in connection with your employment agreement with the Company or one of its subsidiaries as a material inducement to your entering into or renewing employment with such entity pursuant to such agreement, and is also governed by any applicable terms and conditions set forth in such agreement.

 

·                  Schedule for Vesting:

 

Except as otherwise provided under the Award Terms, the Restricted Share Units awarded to you will vest as follows, provided you remain continuously employed by the Company or one of its subsidiaries through the applicable vesting date:

 

Schedule for Vesting

Date of Vesting

 

No. of Restricted
Share Units Vesting at
Vesting Date

 

Cumulative No. of
Restricted Share Units
Vested at Vesting Date

 

November 14, 2014

 

23,334

 

23,334

 

November 14, 2015

 

23,333

 

46,667

 

November 14, 2016

 

23,333

 

70,000

 

 



 

·                  Please sign and return to the Company this Notice of Restricted Share Unit Award, which bears an original signature on behalf of the Company.  You are urged to do so promptly.

 

·                  Please return the signed Notice of Restricted Share Unit Award to the Company at:

 

Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA  90405
Attn:  Stock Plan Administration

 

·                  By accepting the Award, you are deemed to be bound by the terms and conditions set forth in the Amended and Restated 2008 Incentive Plan, this Notice of Restricted Share Unit Award and the Award Terms.

 

You should retain the enclosed duplicate copy of this Notice of Restricted Share Unit Award for your records.

 

Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Award Terms.

 

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

 

 

 

/w/ Human Sakhnini

 

 

Humam Sakhnini

 

 

Chief Strategy & Talent Officer

 

 

 

 

 

Date:

01/21/2014

 

 

 

 

 

 

ACCEPTED AND AGREED:

 

 

 

 

 

 

 

 

/s/ Mike Morhaime

 

 

Mike Morhaime

 

 

 

 

 

Date:

01/24/2014

 

 

 

2



 

EXHIBIT A

 

AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.

 

2008 INCENTIVE PLAN

 

RESTRICTED SHARE UNIT AWARD TERMS

 

1.                                      Definitions.

 

(a)                                 For purposes of these Award Terms, the following terms shall have the meanings set forth below:

 

“Award” means the award described on the Grant Notice.

 

“Cause” (i) shall have the meaning given to such term in any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time of the determination or (ii) if Grantee is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a definition of “cause,” shall mean a good faith determination by the Company that Grantee (A) engaged in misconduct or gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group.

 

“Common Shares” means the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 10 hereof.

 

“Company” means Activision Blizzard, Inc. and any successor thereto.

 

“Company Group” means the Company and its subsidiaries.

 

“Company-Sponsored Equity Account” means an account that is created with the Equity Account Administrator in connection with the administration of the Company’s equity plans and programs, including the Plan.

 

“Date of Grant” means the Date of Grant of the Award set forth on the Grant Notice.

 



 

“Employment Violation” means any material breach by Grantee of his or her employment agreement with any entity in the Company Group for so long as the terms of such employment agreement shall apply to Grantee (with any breach of the post-termination obligations contained therein deemed to be material for purposes of this definition).

 

“Equity Account Administrator” means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company’s equity plans and programs, including the Plan.

 

“Exercise Rules and Regulations” means (i) the Securities Act or any comparable federal securities law and all applicable state securities laws, (ii) the requirements of any securities exchange, securities association, market system or quotation system on which Common Shares are then traded or quoted, (iii) any restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws, and (iv) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

 

“Grantee” means the recipient of the Award named on the Grant Notice.

 

“Grant Notice” means the Notice of Restricted Share Unit Award to which these Award Terms are attached as Exhibit A.

 

“Look-back Period” means, with respect to any Employment Violation by Grantee, the period beginning on the date which is 12 months prior to the date of such Employment Violation by Grantee and ending on the date of computation of the Recapture Amount with respect to such Employment Violation.

 

“Plan” means the Amended and Restated Activision Blizzard, Inc. 2008 Incentive Plan, as amended from time to time.

 

“Recapture Amount” means, with respect to any Employment Violation by Grantee, the gross gain realized or unrealized by Grantee upon all vesting of Restricted Share Units or delivery or transfer of Vested Shares during the Look-back Period with respect to such Employment Violation, which gain shall be calculated as the sum of:

 

(i)                                     if Grantee has received Vested Shares during such Look-back Period and sold any such Vested Shares, an amount equal to the sum of the sales price for all such Vested Shares; plus

 

(ii)                                  if Grantee has received Vested Shares during such Look-back Period and not sold all such Vested Shares, an amount equal to the product of (A) the greatest of the following: (1) the Market Value per Share of Common Shares on the date such Vested Shares were issued or transferred to Grantee, (2) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under Section 13 hereof, or (3) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ

 

A-2



 

for the 30 trading day period ending on the trading day immediately preceding the date of computation, times (B) the number of such Vested Shares which were not sold.

 

“Restricted Share Units” means units subject to the Award, which represent the conditional right to receive Common Shares in accordance with the Grant Notice and these Award Terms, unless and until such units become vested or are forfeited to the Company in accordance with the Grant Notice and these Award Terms.

 

“Section 409A” means Section 409A of the Code and the guidance and regulations promulgated thereunder.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Vested Shares” means the Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Withholding Taxes” means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required under any applicable law to be withheld from amounts otherwise payable to Grantee.

 

(b)                                 Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Plan.

 

2.                                      Vesting.  Except as otherwise set forth in these Award Terms, the Restricted Share Units shall vest in accordance with the “Schedule for Vesting” set forth on the Grant Notice.  Each Restricted Share Unit, upon vesting thereof, shall entitle the holder thereof to receive one Common Share (subject to adjustment pursuant to Section 10 hereof).

 

3.                                      Termination of Employment.

 

(a)                                 Cause.  In the event that Grantee’s employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and any outstanding Restricted Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof shall immediately be forfeited to the Company without payment of consideration by the Company.

 

(b)                                 Other.  Unless the Committee determines otherwise, in the event that Grantee’s employment is terminated for any reason other than for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and, with the exception of any Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company.

 

4.                                      Tax Withholding.  The Company shall have the right to require Grantee to satisfy any Withholding Taxes resulting from the vesting of any Restricted Share Units, the issuance or transfer of any Vested Shares or otherwise in connection with the Award at the time such Withholding Taxes become due.  The Company shall determine the method or methods Grantee may use to satisfy any Withholding Taxes contemplated by this Section 4, which may include

 

A-3



 

any of the following:  (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (c) if securities of the Company of the same class as the Vested Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company’s consent, such other brokerage firm as may be requested by the Grantee) to sell some or all of the Vested Shares and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; or (d) by any combination of (a), (b) and (c) above.  Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 4 are satisfied by (i) withholding from Grantee’s compensation, (ii) withholding Vested Shares otherwise then deliverable (in which case Grantee will be deemed to have been issued the full number of Vested Shares), and (iii) arranging for the sale, on Grantee’s behalf, of Vested Shares otherwise then deliverable.  The Company shall have no obligation to deliver any Vested Shares unless and until all Withholding Taxes contemplated by this Section 4 have been satisfied.

 

5.                                      Deemed AgreementBy accepting the Award, Grantee is deemed to be bound by the terms and conditions set forth in the Plan, the Grant Notice and these Award Terms.

 

6.                                      Reservation of Shares.  The Company shall at all times reserve for issuance or delivery upon vesting of the Restricted Share Units such number of Common Shares as shall be required for issuance or delivery upon vesting thereof.

 

7.                                      Dividend Equivalents.  In the event that any cash dividends are declared and paid on Common Shares to which the holder of the Restricted Share Units would be entitled upon vesting thereof, such holder shall be paid, no later than the 45th day following the year in which the related dividends are paid, the amount that such holder would have received if the Restricted Share Units had vested, and the Common Shares to which such holder was thereupon entitled had been issued and outstanding and held of record by such holder, as of the record date for such dividend; provided, however, that no such dividend equivalents shall be paid if the Restricted Share Units have been forfeited to the Company in accordance with Section 3 hereof prior to payment thereof.  For purposes of the time and form of payment requirements of Section 409A, such dividend equivalents shall be treated separately from the Restricted Share Units.

 

8.                                      Receipt and Delivery.  As soon as administratively practicable (and, in any event, within 30 days) after any Restricted Share Units vest, the Company shall (a) effect the issuance or transfer of the resulting Vested Shares, (b) cause the issuance or transfer of such Vested Shares to be evidenced on the books and records of the Company, and (c) cause such Vested Shares to be delivered to a Company-Sponsored Equity Account in the name of the person entitled to such Vested Shares (or, with the Company’s consent, such other brokerage account as may be requested by such person); provided, however, that, in the event such Vested Shares are subject to a legend as set forth in Section 16 hereof, the Company shall instead cause a certificate

 

A-4



 

evidencing such Vested Shares and bearing such legend to be delivered to the person entitled thereto.

 

9.                                      Committee Discretion.  Except as may otherwise be provided in the Plan, the Committee shall have sole discretion to (a) interpret any provision of the Plan, the Grant Notice and these Award Terms, (b) make any determinations necessary or advisable for the administration of the Plan and the Award, and (c) waive any conditions or rights of the Company under the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or effect of the foregoing, any decision or determination to be made by the Committee pursuant to these Award Terms, including whether to grant or withhold any consent, shall be made by the Committee in its sole and absolute discretion, subject only to the terms of the Plan.  Subject to the terms of the Plan, the Committee may amend the terms of the Award prospectively or retroactively; however, no such amendment may materially and adversely affect the rights of Grantee taken as a whole without Grantee’s consent.  Without intending to limit the generality or effect of the foregoing, the Committee may amend the terms of the Award (i) in recognition of unusual or nonrecurring events (including, without limitation, events described in Section 10 hereof) affecting any entity in the Company Group or any of the Company’s other affiliates or the financial statements of any entity in the Company Group or any of the Company’s other affiliates, (ii) in response to changes in applicable laws, regulations or accounting principles and interpretations thereof, or (iii) to prevent the Award from becoming subject to any adverse consequences under Section 409A.

 

10.                               Adjustments.  Notwithstanding anything to the contrary contained herein, pursuant to Section 12 of the Plan, the Committee will make or provide for such adjustments to the Award as are equitably required to prevent dilution or enlargement of the rights of Grantee that otherwise would result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Award.

 

11.                               Registration and Listing.  Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to issue or transfer any Restricted Share Units or Vested Shares, and no Restricted Share Units or Vested Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with all Exercise Rules and Regulations.  The Company is under no obligation to register, qualify or list, or maintain the registration, qualification or listing of, Restricted Share Units or Vested Shares with the SEC, any state securities commission or any securities exchange, securities association, market system or quotation system to effect such compliance.  Grantee shall make such representations and furnish such information as may be appropriate to permit the Company, in light of the then existence or non-existence of an effective registration statement under the Securities Act relating to Restricted Share Units or Vested Shares, to issue or transfer Restricted Share Units or Vested Shares in compliance with the

 

A-5


 

provisions of that or any comparable federal securities law and all applicable state securities laws.  The Company shall have the right, but not the obligation, to register the issuance or transfer of Restricted Share Units or Vested Shares or resale of Restricted Share Units or Vested Shares under the Securities Act or any comparable federal securities law or applicable state securities law.

 

12.                               Transferability.  Subject to the terms of the Plan and only with the Company’s consent, Grantee may transfer Restricted Share Units for estate planning purposes or pursuant to a domestic relations order; provided, however, that any transferee shall be bound by all of the terms and conditions of the Plan, the Grant Notice and these Award Terms and shall execute an agreement in form and substance satisfactory to the Company in connection with such transfer; and provided, further that Grantee will remain bound by the terms and conditions of the Plan, the Grant Notice and these Award Terms.  Except as otherwise permitted under the Plan or this Section 12, the Restricted Share Units shall not be transferable by Grantee other than by will or the laws of descent and distribution.

 

13.                               Employment Violation.  The terms of this Section 13 shall apply to the Restricted Share Units if Grantee is or becomes subject to an employment agreement with any entity in the Company Group.  In the event of an Employment Violation, the Company shall have the right to require (a) the forfeiture by Grantee to the Company of any outstanding Restricted Share Units or Vested Shares which have yet to settle pursuant to Section 8 hereof and (b) payment by Grantee to the Company of the Recapture Amount with respect to such Employment Violation; provided, however, that, in lieu of payment by Grantee to the Company of the Recapture Amount, Grantee, in his or her discretion, may tender to the Company the Vested Shares acquired during the Look-back Period with respect to such Employment Violation (without any consideration from the Company in exchange therefor).  Any such forfeiture of Restricted Share Units and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with such Employment Violation, including, without limitation, the right to terminate Grantee’s employment if not already terminated and to seek injunctive relief and additional monetary damages.

 

14.                               Compliance with Applicable Laws and Regulations and Company Policies and Procedures.

 

(a)                                 Grantee is responsible for complying with (i) any federal, state and local taxation laws applicable to Grantee in connection with the Award and (ii) all Exercise Rules and Regulations.

 

(b)                                 The Award is subject to the terms and conditions of any policy requiring or permitting the Company to recover any gains realized by Grantee in connection with the Award, including, without limitation, the Policy on Recoupment of Performance-Based Compensation Related to Certain Financial Restatements.

 

(c)                                  The Award is subject to the terms and conditions of the Executive Stock Ownership Guidelines and the limitations contained therein on the ability of Grantee to transfer any Vested Shares.

 

A-6



 

15.                               Section 409A.

 

(a)                                 Payments contemplated with respect to the Award are intended to comply with Section 409A, and all provisions of the Plan, the Grant Notice and these Award Terms shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  Notwithstanding the foregoing, (i) nothing in the Plan, the Grant Notice and these Award Terms shall guarantee that the Award is not subject to taxes or penalties under Section 409A and (ii) if any provision of the Plan, the Grant Notice or these Award Terms would, in the reasonable, good faith judgment of the Company, result or likely result in the imposition on Grantee or any other person of taxes, interest or penalties under Section 409A, the Committee may, in its sole discretion, modify the terms of the Plan, the Grant Notice or these Award Terms, without the consent of Grantee, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such taxes, interest or penalties; provided, however, that this Section 14 does not create an obligation on the part of the Committee or the Company to make any such modification, and in no event shall the Company be liable for the payment of or gross up in connection with any taxes, interest or penalties owed by Grantee pursuant to Section 409A.

 

(b)                                 Neither Grantee nor any of Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable with respect to the Award to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Grantee or for Grantee’s benefit with respect to the Award may not be reduced by, or offset against, any amount owing by Grantee to the Company.

 

(c)                                  Notwithstanding anything to the contrary contained herein, if (i) the Committee determines in good faith that the Restricted Share Units do not qualify for the “short-term deferral exception” under Section 409A, (ii) Grantee is a “specified employee” (as defined in Section 409A) and (iii) a delay in the issuance or transfer of Vested Shares to Grantee or his or her estate or beneficiaries hereunder by reason of Grantee’s “separation from service” (as defined in Section 409A) with any entity in the Company Group is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the Company shall cause the issuance or transfer of such Vested Shares to Grantee or Grantee’s estate or beneficiary upon the earlier of (A) the date that is the first business day following the date that is six months after the date of Grantee’s separation from service or (B) Grantee’s death.

 

A-7



 

16.                               Legend.  The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing Vested Shares to bear a legend substantially as follows:

 

“THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘ACT’), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.”

 

17.                               No Right to Continued Employment.  Nothing contained in the Grant Notice or these Award Terms shall be construed to confer upon Grantee any right to be continued in the employ of any entity in the Company Group or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge Grantee at any time, with or without Cause.

 

18.                               No Rights as Stockholder.  No holder of Restricted Share Units shall, by virtue of the Grant Notice or these Award Terms, be entitled to any right of a stockholder of the Company, either at law or in equity, and the rights of any such holder are limited to those expressed, and are not enforceable against the Company except to the extent set forth in the Plan, the Grant Notice or these Award Terms.

 

19.                               Severability.  In the event that one or more of the provisions of these Award Terms shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

 

20.                               Venue and Governing Law.

 

(a)                                 For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the grant of the Restricted Share Units or these Award Terms, the parties submit and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Los Angeles County, California or the federal courts of the United States for the Central District of California, and no other courts, regardless of where the grant of the Restricted Share Units is made and/or to be performed.

 

(b)                                 To the extent that federal law does not otherwise control, the validity, interpretation, performance and enforcement of the Grant Notice and these Award Terms shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof.

 

A-8



 

21.                               Successors and Assigns.  The provisions of the Grant Notice and these Award Terms shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Grantee and, to the extent applicable, Grantee’s permitted assigns under Section 12 hereof and Grantee’s estate or beneficiaries as determined by will or the laws of descent and distribution.

 

22.                               Notices.

 

(a)                                 Any notice or other document which Grantee may be required or permitted to deliver to the Company pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to the Company, at its office at 3100 Ocean Park Boulevard, Santa Monica, California 90405, Attn: Stock Plan Administration, or such other address as the Company by notice to Grantee may designate in writing from time to time.  Notices shall be effective upon delivery.

 

(b)                                 Any notice or other document which the Company may be required or permitted to deliver to Grantee pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to Grantee at the address shown on any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time, or such other address as Grantee by notice to the Company may designate in writing from time to time.  The Company may also, in its sole discretion, deliver any such document to Grantee electronically via an e-mail to Grantee at his or her Company-provided email address or through a notice delivered to such e-mail address that such document is available on a website established and maintained on behalf of the Company or a third party designated by the Company, including, without limitation, the Equity Account Administrator.  Notices shall be effective upon delivery.

 

23.                               Conflict with Employment Agreement or Plan.  In the event of any conflict between the terms of any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time and the terms of the Grant Notice or these Award Terms, the terms of the Grant Notice or these Award Terms, as the case may be, shall control.  In the event of any conflict between the terms of any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time, the Grant Notice or these Award Terms and the terms of the Plan, the terms of the Plan shall control.

 

24.                               Imposition of Other Requirements.  The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the Restricted Share Units and on any Common Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

25.                               Waiver.  Grantee acknowledges that a waiver by the Company of a breach of any provision of these Award Terms shall not operate or be construed as a waiver of any other

 

A-9



 

provision of these Award Terms, or of any subsequent breach by Grantee or any other grantee of an equity award from the Company.

 

A-10



EX-21.1 7 a2218641zex-21_1.htm EX-21.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 21.1

MAJOR SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2013

Name of
Subsidiary
  State or Other Jurisdiction
of Incorporation or
Organization
AB Partners C.V   Netherlands
Activision Blizzard Benelux B.V   Netherlands
Activision Blizzard Deutschland GmbH   Germany
Activision Blizzard Nordic AB   Sweden
Activision Blizzard Pty Limited   Australia
Activision Blizzard UK Limited   U.K.
Activision Publishing, Inc   U.S.—Delaware
Activision Publishing Minneapolis, Inc   U.S.—Delaware
ATVI C.V   Netherlands
Blizzard Entertainment SAS   France
Blizzard Entertainment, Inc   U.S.—Delaware
CDH Consolidated   U.K.
Coöperatie Activision Blizzard International U.A   Netherlands
Infinity Ward, Inc   U.S.—Delaware
Sledghammer Games, Inc   U.S.—Delaware
Treyarch Corporation   U.S.—Delaware



QuickLinks

MAJOR SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2013
EX-23.1 8 a2218641zex-23_1.htm EX-23.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-4 (No. 333-101304) and Form S-8 (Nos. 033-48411, 033-63638, 033-91074, 333-06054, 333-06130, 333-40727, 333-58922, 333-61573, 333-72014, 333-85383, 333-87810, 333-100114, 333-100115, 333-106487, 333-111131, 333-146431, 333-153661, 333-165123 and 333-167428) of Activision Blizzard, Inc. of our report dated March 3, 2014 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California
March 3, 2014




QuickLinks

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1 9 a2218641zex-31_1.htm EX-31.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 31.1

CERTIFICATION

I, Robert A. Kotick, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Activision Blizzard, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 3, 2014

    /s/ ROBERT A. KOTICK

Robert A. Kotick
Chief Executive Officer and Principal Executive Officer of Activision Blizzard, Inc.



QuickLinks

CERTIFICATION
EX-31.2 10 a2218641zex-31_2.htm EX-31.2
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 31.2

CERTIFICATION

I, Dennis Durkin, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Activision Blizzard, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 3, 2014

    /s/ DENNIS DURKIN

Dennis Durkin
Chief Financial Officer and Principal Financial Officer
of Activision Blizzard, Inc.



QuickLinks

CERTIFICATION
EX-32.1 11 a2218641zex-32_1.htm EX-32.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the annual report of Activision Blizzard, Inc. (the "Company") on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert A. Kotick, Chief Executive Officer and Principal Executive Officer of the Company, certify, to my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

    (1)
    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)
    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 3, 2014

    /s/ ROBERT A. KOTICK

Robert A. Kotick
Chief Executive Officer and Principal Executive Officer of Activision Blizzard, Inc.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




QuickLinks

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-32.2 12 a2218641zex-32_2.htm EX-32.2
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report of Activision Blizzard, Inc. (the "Company") on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dennis Durkin, Chief Financial Officer and Principal Financial Officer of the Company, certify, to my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

    (1)
    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)
    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 3, 2014

    /s/ DENNIS DURKIN

Dennis Durkin
Chief Financial Officer and Principal Financial Officer of Activision Blizzard, Inc.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




QuickLinks

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-101.INS 13 atvi-20131231.xml EX-101.INS 0000718877 2014-02-24 0000718877 2013-01-01 2013-12-31 0000718877 2013-06-28 0000718877 2013-12-31 0000718877 2012-12-31 0000718877 2012-01-01 2012-12-31 0000718877 2011-01-01 2011-12-31 0000718877 us-gaap:CommonStockMember 2010-12-31 0000718877 us-gaap:TreasuryStockMember 2010-12-31 0000718877 us-gaap:CommonStockMember 2011-12-31 0000718877 us-gaap:TreasuryStockMember 2011-12-31 0000718877 us-gaap:CommonStockMember 2012-12-31 0000718877 us-gaap:TreasuryStockMember 2012-12-31 0000718877 us-gaap:CommonStockMember 2013-12-31 0000718877 us-gaap:TreasuryStockMember 2013-12-31 0000718877 us-gaap:AdditionalPaidInCapitalMember 2010-12-31 0000718877 us-gaap:RetainedEarningsMember 2010-12-31 0000718877 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2010-12-31 0000718877 2010-12-31 0000718877 us-gaap:AdditionalPaidInCapitalMember 2011-12-31 0000718877 us-gaap:RetainedEarningsMember 2011-12-31 0000718877 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2011-12-31 0000718877 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0000718877 us-gaap:RetainedEarningsMember 2012-12-31 0000718877 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2012-12-31 0000718877 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0000718877 us-gaap:RetainedEarningsMember 2013-12-31 0000718877 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-12-31 0000718877 us-gaap:RetainedEarningsMember 2011-01-01 2011-12-31 0000718877 us-gaap:CommonStockMember 2011-01-01 2011-12-31 0000718877 us-gaap:AdditionalPaidInCapitalMember 2011-01-01 2011-12-31 0000718877 us-gaap:TreasuryStockMember 2011-01-01 2011-12-31 0000718877 us-gaap:RetainedEarningsMember 2012-01-01 2012-12-31 0000718877 us-gaap:CommonStockMember 2012-01-01 2012-12-31 0000718877 us-gaap:AdditionalPaidInCapitalMember 2012-01-01 2012-12-31 0000718877 us-gaap:TreasuryStockMember 2012-01-01 2012-12-31 0000718877 us-gaap:RetainedEarningsMember 2013-01-01 2013-12-31 0000718877 us-gaap:CommonStockMember 2013-01-01 2013-12-31 0000718877 us-gaap:AdditionalPaidInCapitalMember 2013-01-01 2013-12-31 0000718877 us-gaap:TreasuryStockMember 2013-01-01 2013-12-31 0000718877 2011-12-31 0000718877 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2011-01-01 2011-12-31 0000718877 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2012-01-01 2012-12-31 0000718877 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-01-01 2013-12-31 0000718877 atvi:ActivisionBlizzardMember 2013-10-10 2013-10-11 0000718877 atvi:ASACMember 2013-10-10 2013-10-11 0000718877 atvi:VivendiMember 2013-12-31 0000718877 atvi:ASACMember 2013-12-31 0000718877 atvi:PublicMember 2013-12-31 0000718877 atvi:CY2013Member 2013-01-01 2013-12-31 0000718877 atvi:CY2013Member atvi:BlizzardMember 2013-01-01 2013-12-31 0000718877 atvi:CY2013Member us-gaap:EuropeMember 2013-01-01 2013-12-31 0000718877 atvi:CY2013Member atvi:OnlineSubsMember 2013-01-01 2013-12-31 0000718877 atvi:CY2013Member 2013-12-31 0000718877 atvi:CY2013Member 2013-01-01 2013-03-31 0000718877 atvi:CY2013Member 2012-01-01 2012-12-31 0000718877 atvi:CY2013Member 2012-10-01 2012-12-31 0000718877 atvi:CY2013Member 2012-07-01 2012-09-30 0000718877 atvi:CY2013Member 2012-04-01 2012-06-30 0000718877 atvi:CY2013Member 2012-01-01 2012-03-31 0000718877 atvi:CY2013Member 2011-01-01 2011-12-31 0000718877 atvi:CY2013Member 2010-01-01 2010-12-31 0000718877 atvi:CY2012Member 2012-01-01 2012-12-31 0000718877 atvi:CY2012Member atvi:BlizzardMember 2012-01-01 2012-12-31 0000718877 atvi:CY2012Member us-gaap:EuropeMember 2012-01-01 2012-12-31 0000718877 atvi:CY2012Member atvi:OnlineSubsMember 2012-01-01 2012-12-31 0000718877 atvi:CY2012Member 2012-12-31 0000718877 atvi:CY2012Member 2012-01-01 2012-03-31 0000718877 atvi:CY2012Member 2011-01-01 2011-12-31 0000718877 atvi:CY2012Member 2011-10-01 2011-12-31 0000718877 atvi:CY2012Member 2011-07-01 2011-09-30 0000718877 atvi:CY2012Member 2011-04-01 2011-06-30 0000718877 atvi:CY2012Member 2011-01-01 2011-03-31 0000718877 atvi:CY2012Member 2010-01-01 2010-12-31 0000718877 atvi:CY2012Member 2009-01-01 2009-12-31 0000718877 us-gaap:SalesRevenueGoodsNetMember atvi:GameStopMember 2012-01-01 2012-12-31 0000718877 us-gaap:AccountsReceivableMember atvi:WalMartMember 2012-01-01 2012-12-31 0000718877 us-gaap:BuildingMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0000718877 us-gaap:BuildingMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0000718877 us-gaap:ComputerEquipmentMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0000718877 us-gaap:ComputerEquipmentMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0000718877 us-gaap:OfficeEquipmentMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0000718877 us-gaap:OfficeEquipmentMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0000718877 us-gaap:MinimumMember 2013-12-31 0000718877 us-gaap:MaximumMember 2013-12-31 0000718877 us-gaap:AccountsReceivableMember atvi:WalMartMember 2013-01-01 2013-12-31 0000718877 us-gaap:GoodwillMember 2012-01-01 2012-12-31 0000718877 us-gaap:GoodwillMember 2013-01-01 2013-12-31 0000718877 us-gaap:ShortTermInvestmentsMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2013-12-31 0000718877 atvi:LongTermInvestmentsMember atvi:AuctionRateSecuritiesHeldThroughMorganStanleySmithBarneyLLCMember 2013-12-31 0000718877 us-gaap:ShortTermInvestmentsMember atvi:RestrictedCashMember 2013-12-31 0000718877 us-gaap:ShortTermInvestmentsMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2012-12-31 0000718877 us-gaap:ShortTermInvestmentsMember us-gaap:CorporateBondSecuritiesMember 2012-12-31 0000718877 atvi:LongTermInvestmentsMember atvi:AuctionRateSecuritiesHeldThroughMorganStanleySmithBarneyLLCMember 2012-12-31 0000718877 us-gaap:ShortTermInvestmentsMember atvi:RestrictedCashMember 2012-12-31 0000718877 us-gaap:LandMember 2013-12-31 0000718877 us-gaap:BuildingMember 2013-12-31 0000718877 us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2013-12-31 0000718877 us-gaap:ComputerEquipmentMember 2013-12-31 0000718877 us-gaap:FurnitureAndFixturesMember 2013-12-31 0000718877 us-gaap:LandMember 2012-12-31 0000718877 us-gaap:BuildingMember 2012-12-31 0000718877 us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2012-12-31 0000718877 us-gaap:ComputerEquipmentMember 2012-12-31 0000718877 us-gaap:FurnitureAndFixturesMember 2012-12-31 0000718877 us-gaap:LicensingAgreementsMember 2013-12-31 0000718877 atvi:InternallyDevelopedFranchisesMember 2013-12-31 0000718877 us-gaap:TrademarksMember 2013-12-31 0000718877 us-gaap:TradeNamesMember 2013-12-31 0000718877 us-gaap:TrademarksMember 2012-12-31 0000718877 us-gaap:TradeNamesMember 2012-12-31 0000718877 us-gaap:LicensingAgreementsMember 2012-12-31 0000718877 atvi:InternallyDevelopedFranchisesMember 2012-12-31 0000718877 us-gaap:LicensingAgreementsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0000718877 us-gaap:LicensingAgreementsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0000718877 atvi:InternallyDevelopedFranchisesMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0000718877 atvi:InternallyDevelopedFranchisesMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0000718877 us-gaap:LicensingAgreementsMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0000718877 us-gaap:LicensingAgreementsMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0000718877 atvi:InternallyDevelopedFranchisesMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0000718877 atvi:InternallyDevelopedFranchisesMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0000718877 atvi:ActivisionMember 2012-12-31 0000718877 atvi:BlizzardMember 2012-12-31 0000718877 atvi:ActivisionMember 2013-01-01 2013-12-31 0000718877 atvi:BlizzardMember 2013-01-01 2013-12-31 0000718877 atvi:ActivisionMember 2013-12-31 0000718877 atvi:BlizzardMember 2013-12-31 0000718877 atvi:ActivisionMember 2011-12-31 0000718877 atvi:BlizzardMember 2011-12-31 0000718877 atvi:ActivisionMember 2012-01-01 2012-12-31 0000718877 atvi:BlizzardMember 2012-01-01 2012-12-31 0000718877 atvi:DistributionMember 2011-01-01 2011-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2013-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2013-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2013-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2013-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember atvi:ForeignGovernmentTreasuryBillsMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember atvi:ForeignGovernmentTreasuryBillsMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember atvi:ForeignGovernmentTreasuryBillsMember 2013-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember atvi:ForeignGovernmentTreasuryBillsMember 2013-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2012-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2012-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateBondSecuritiesMember 2012-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2012-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateBondSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateBondSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AuctionRateSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember 2012-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateBondSecuritiesMember 2012-12-31 0000718877 us-gaap:AuctionRateSecuritiesMember 2012-12-31 0000718877 us-gaap:AuctionRateSecuritiesMember 2013-12-31 0000718877 us-gaap:AuctionRateSecuritiesMember 2013-01-01 2013-12-31 0000718877 us-gaap:AuctionRateSecuritiesMember 2011-12-31 0000718877 us-gaap:AuctionRateSecuritiesMember 2012-01-01 2012-12-31 0000718877 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2011-12-31 0000718877 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsNonrecurringMember 2011-12-31 0000718877 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember 2011-12-31 0000718877 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2011-12-31 0000718877 us-gaap:FairValueMeasurementsNonrecurringMember 2013-01-01 2013-12-31 0000718877 us-gaap:FairValueMeasurementsNonrecurringMember 2012-01-01 2012-12-31 0000718877 us-gaap:FairValueMeasurementsNonrecurringMember 2011-01-01 2011-12-31 0000718877 us-gaap:NotesPayableToBanksMember 2013-12-31 0000718877 atvi:UnsecuredDebtAMember 2013-12-31 0000718877 atvi:UnsecuredDebtBMember 2013-12-31 0000718877 us-gaap:NotesPayableToBanksMember 2013-10-11 0000718877 us-gaap:RevolvingCreditFacilityMember 2013-10-11 0000718877 atvi:BaseRateLoansMember us-gaap:LineOfCreditMember atvi:FederalFundsEffectiveRateMember 2013-10-10 2013-10-11 0000718877 atvi:BaseRateLoansMember us-gaap:LineOfCreditMember atvi:LiborMember 2013-10-10 2013-10-11 0000718877 atvi:UnsecuredDebtBMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0000718877 atvi:UnsecuredDebtAMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0000718877 us-gaap:UnsecuredDebtMember 2013-12-31 0000718877 atvi:UnsecuredDebtAMember 2013-09-19 0000718877 atvi:UnsecuredDebtBMember 2013-09-19 0000718877 us-gaap:NotesPayableToBanksMember 2013-10-10 2013-10-11 0000718877 atvi:BaseRateLoansMember us-gaap:LineOfCreditMember us-gaap:PrimeRateMember 2013-10-10 2013-10-11 0000718877 atvi:LiborRateLoansMember us-gaap:LineOfCreditMember atvi:LiborMember 2013-10-10 2013-10-11 0000718877 us-gaap:LineOfCreditMember 2013-12-31 0000718877 us-gaap:RevolvingCreditFacilityMember 2013-12-31 0000718877 atvi:DebtDiscountMember 2013-01-01 2013-12-31 0000718877 atvi:DeferredFinancingCostsMember 2013-01-01 2013-12-31 0000718877 us-gaap:NotesPayableToBanksMember 2014-02-10 2014-02-11 0000718877 us-gaap:NotesPayableToBanksMember 2014-02-11 0000718877 us-gaap:AccumulatedTranslationAdjustmentMember 2012-12-31 0000718877 us-gaap:AccumulatedTranslationAdjustmentMember 2013-01-01 2013-12-31 0000718877 us-gaap:AccumulatedTranslationAdjustmentMember 2013-12-31 0000718877 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2012-12-31 0000718877 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2013-01-01 2013-12-31 0000718877 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2013-12-31 0000718877 us-gaap:AccumulatedTranslationAdjustmentMember 2011-12-31 0000718877 us-gaap:AccumulatedTranslationAdjustmentMember 2012-01-01 2012-12-31 0000718877 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2011-12-31 0000718877 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:ActivisionMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:BlizzardMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:DistributionMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:ActivisionMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:BlizzardMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:DistributionMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:ActivisionMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:BlizzardMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:DistributionMember 2011-01-01 2011-12-31 0000718877 us-gaap:MaterialReconcilingItemsMember 2012-01-01 2012-12-31 0000718877 us-gaap:MaterialReconcilingItemsMember 2013-01-01 2013-12-31 0000718877 us-gaap:MaterialReconcilingItemsMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:EuropeMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:EuropeMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:EuropeMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:OtherPlatformMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:PCMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:ConsoleMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:OnlineSubscriptionsMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:AggregatePlatformMember 2013-01-01 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:ConsoleMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:OnlineSubscriptionsMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:OtherPlatformMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:PCMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:AggregatePlatformMember 2012-01-01 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:ConsoleMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:OnlineSubscriptionsMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:OtherPlatformMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:PCMember 2011-01-01 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember atvi:AggregatePlatformMember 2011-01-01 2011-12-31 0000718877 atvi:UnitedStatesMember 2013-12-31 0000718877 atvi:UnitedStatesMember 2012-12-31 0000718877 atvi:UnitedStatesMember 2011-12-31 0000718877 atvi:UnitedKingdomMember 2013-12-31 0000718877 atvi:UnitedKingdomMember 2012-12-31 0000718877 atvi:UnitedKingdomMember 2011-12-31 0000718877 atvi:FranceMember 2013-12-31 0000718877 atvi:FranceMember 2012-12-31 0000718877 atvi:FranceMember 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:EuropeMember 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:EuropeMember 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2012-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:EuropeMember 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember 2011-12-31 0000718877 us-gaap:OperatingSegmentsMember 2013-12-31 0000718877 us-gaap:OperatingSegmentsMember 2012-12-31 0000718877 us-gaap:EmployeeStockOptionMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0000718877 us-gaap:EmployeeStockOptionMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0000718877 us-gaap:EmployeeStockOptionMember 2013-01-01 2013-12-31 0000718877 atvi:RestrictedStockRightsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0000718877 atvi:RestrictedStockRightsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0000718877 us-gaap:EmployeeStockOptionMember 2013-12-31 0000718877 us-gaap:EmployeeStockOptionMember 2012-12-31 0000718877 us-gaap:EmployeeStockOptionMember 2012-01-01 2012-12-31 0000718877 us-gaap:EmployeeStockOptionMember 2011-01-01 2011-12-31 0000718877 atvi:RestrictedStockRightsMember 2012-12-31 0000718877 atvi:RestrictedStockRightsMember 2013-01-01 2013-12-31 0000718877 atvi:RestrictedStockRightsMember 2013-12-31 0000718877 us-gaap:PerformanceSharesMember 2013-12-31 0000718877 us-gaap:PerformanceSharesMember 2013-01-01 2013-12-31 0000718877 atvi:RestrictedStockRightsMember 2012-01-01 2012-12-31 0000718877 atvi:RestrictedStockRightsMember 2011-01-01 2011-12-31 0000718877 atvi:CostOfSalesSoftwareRoyaltiesAndAmortizationMember 2013-01-01 2013-12-31 0000718877 atvi:BusinessDevelopmentsMember 2013-01-01 2013-12-31 0000718877 us-gaap:SellingAndMarketingExpenseMember 2013-01-01 2013-12-31 0000718877 us-gaap:GeneralAndAdministrativeExpenseMember 2013-01-01 2013-12-31 0000718877 atvi:CostOfSalesSoftwareRoyaltiesAndAmortizationMember 2012-01-01 2012-12-31 0000718877 atvi:BusinessDevelopmentsMember 2012-01-01 2012-12-31 0000718877 us-gaap:SellingAndMarketingExpenseMember 2012-01-01 2012-12-31 0000718877 us-gaap:GeneralAndAdministrativeExpenseMember 2012-01-01 2012-12-31 0000718877 atvi:BusinessDevelopmentsMember 2011-01-01 2011-12-31 0000718877 atvi:CostOfSalesSoftwareRoyaltiesAndAmortizationMember 2011-01-01 2011-12-31 0000718877 us-gaap:SellingAndMarketingExpenseMember 2011-01-01 2011-12-31 0000718877 us-gaap:GeneralAndAdministrativeExpenseMember 2011-01-01 2011-12-31 0000718877 us-gaap:EmployeeSeveranceMember 2010-12-31 0000718877 us-gaap:FacilityClosingMember 2010-12-31 0000718877 us-gaap:ContractTerminationMember 2010-12-31 0000718877 us-gaap:EmployeeSeveranceMember 2011-01-01 2011-12-31 0000718877 us-gaap:FacilityClosingMember 2011-01-01 2011-12-31 0000718877 us-gaap:ContractTerminationMember 2011-01-01 2011-12-31 0000718877 us-gaap:EmployeeSeveranceMember 2011-12-31 0000718877 us-gaap:FacilityClosingMember 2011-12-31 0000718877 us-gaap:ContractTerminationMember 2011-12-31 0000718877 us-gaap:EmployeeSeveranceMember 2012-01-01 2012-12-31 0000718877 us-gaap:FacilityClosingMember 2012-01-01 2012-12-31 0000718877 us-gaap:ContractTerminationMember 2012-01-01 2012-12-31 0000718877 us-gaap:EmployeeSeveranceMember 2013-01-01 2013-12-31 0000718877 us-gaap:FacilityClosingMember 2013-01-01 2013-12-31 0000718877 us-gaap:ContractTerminationMember 2013-01-01 2013-12-31 0000718877 us-gaap:EmployeeSeveranceMember 2012-12-31 0000718877 us-gaap:FacilityClosingMember 2012-12-31 0000718877 us-gaap:ContractTerminationMember 2012-12-31 0000718877 us-gaap:EmployeeSeveranceMember 2013-12-31 0000718877 us-gaap:FacilityClosingMember 2013-12-31 0000718877 us-gaap:ContractTerminationMember 2013-12-31 0000718877 atvi:ActivisionMember 2011-01-01 2011-12-31 0000718877 atvi:NewVHMember 2013-01-01 2013-12-31 0000718877 atvi:VivendiGamesMember 2012-12-31 0000718877 atvi:NewVHMember 2013-10-11 0000718877 atvi:NewVHMember atvi:ExpectedMember 2013-10-10 2013-10-11 0000718877 2013-10-10 2013-10-11 0000718877 atvi:AmericanTaxPayerReliefActMember 2012-01-01 2012-12-31 0000718877 atvi:ShareRepurchaseProgram2012Member 2012-02-01 2012-02-02 0000718877 atvi:ShareRepurchaseProgram2012Member 2013-01-01 2013-12-31 0000718877 atvi:ShareRepurchaseProgram2012Member 2012-01-01 2012-12-31 0000718877 atvi:ShareRepurchaseProgram2011Member 2011-02-02 2011-02-03 0000718877 atvi:ShareRepurchaseProgram2011Member 2011-01-01 2011-12-31 0000718877 atvi:ShareRepurchaseProgram2010Member 2010-02-09 2010-02-10 0000718877 atvi:ShareRepurchaseProgram2010Member 2011-01-01 2011-01-31 0000718877 atvi:ShareRepurchaseProgram2011Member 2012-01-01 2012-12-31 0000718877 2013-05-14 2013-05-15 0000718877 2013-05-30 2013-05-31 0000718877 2012-05-15 2012-05-16 0000718877 2012-05-31 2012-06-01 0000718877 2011-08-11 2011-08-12 0000718877 2011-05-10 2011-05-11 0000718877 2014-02-05 2014-02-06 0000718877 atvi:FacilityAndEquipmentLeasesMember 2013-12-31 0000718877 atvi:DeveloperAndIntellectualPropertiesMember 2013-12-31 0000718877 atvi:MarketingCommitmentsMember 2013-12-31 0000718877 atvi:ContractualObligationsNonCancelableOperatingLeaseMember 2013-12-31 0000718877 atvi:PublishingSubsidiaryMember 2013-12-31 0000718877 atvi:PublishingSubsidiaryMember 2012-12-31 0000718877 2014-01-01 2014-01-02 0000718877 2013-10-01 2013-12-31 0000718877 2013-07-01 2013-09-30 0000718877 2013-04-01 2013-06-30 0000718877 2013-01-01 2013-03-31 0000718877 2012-10-01 2012-12-31 0000718877 2012-07-01 2012-09-30 0000718877 2012-04-01 2012-06-30 0000718877 2012-01-01 2012-03-31 0000718877 us-gaap:SubsequentEventMember 2014-02-05 2014-02-06 0000718877 us-gaap:SubsequentEventMember 2014-02-10 2014-02-11 0000718877 atvi:AllowanceForSalesReturnsPriceProtectionAndOtherAllowanceMember 2010-12-31 0000718877 us-gaap:AllowanceForDoubtfulAccountsMember 2010-12-31 0000718877 atvi:AllowanceForSalesReturnsPriceProtectionAndOtherAllowanceMember 2011-01-01 2011-12-31 0000718877 us-gaap:AllowanceForDoubtfulAccountsMember 2011-01-01 2011-12-31 0000718877 atvi:AllowanceForSalesReturnsPriceProtectionAndOtherAllowanceMember 2011-12-31 0000718877 us-gaap:AllowanceForDoubtfulAccountsMember 2011-12-31 0000718877 atvi:AllowanceForSalesReturnsPriceProtectionAndOtherAllowanceMember 2012-01-01 2012-12-31 0000718877 us-gaap:AllowanceForDoubtfulAccountsMember 2012-01-01 2012-12-31 0000718877 atvi:AllowanceForSalesReturnsPriceProtectionAndOtherAllowanceMember 2012-12-31 0000718877 us-gaap:AllowanceForDoubtfulAccountsMember 2012-12-31 0000718877 atvi:AllowanceForSalesReturnsPriceProtectionAndOtherAllowanceMember 2013-01-01 2013-12-31 0000718877 us-gaap:AllowanceForDoubtfulAccountsMember 2013-01-01 2013-12-31 0000718877 atvi:AllowanceForSalesReturnsPriceProtectionAndOtherAllowanceMember 2013-12-31 0000718877 us-gaap:AllowanceForDoubtfulAccountsMember 2013-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure atvi:customers atvi:segments iso4217:EUR 712370652 2013 FY 10-K 2013-12-31 false Activision Blizzard, Inc. 0000718877 Yes --12-31 Large Accelerated Filer 5992872321 Yes No 4410000000 33000000 515000000 171000000 367000000 11000000 321000000 413000000 6241000000 9000000 21000000 0 138000000 35000000 43000000 433000000 7092000000 14012000000 355000000 1389000000 636000000 2405000000 20000000 297000000 7390000000 0 9682000000 2686000000 68000000 6622000000 14012000000 3959000000 416000000 707000000 209000000 164000000 11000000 487000000 321000000 6274000000 8000000 129000000 30000000 141000000 11000000 68000000 433000000 7106000000 14200000000 343000000 1657000000 652000000 2652000000 25000000 206000000 2883000000 0 9450000000 1893000000 -26000000 11317000000 14200000000 381000000 332000000 0.000001 0.000001 2400000000 2400000000 1132385424 1111606087 5814000000 0 428676471 0 25000000 0 0 4668000000 3620000000 1236000000 1382000000 4583000000 4856000000 1116000000 1053000000 204000000 263000000 194000000 187000000 87000000 89000000 604000000 584000000 606000000 578000000 561000000 490000000 3211000000 3405000000 1451000000 1372000000 1458000000 1319000000 309000000 309000000 1149000000 1010000000 0.96 0.95 1.01 1.01 1024000000 1035000000 1118000000 1112000000 0.19 0.18 3201000000 0 0 25000000 3257000000 1498000000 4755000000 1134000000 255000000 218000000 165000000 629000000 545000000 456000000 3427000000 1328000000 1331000000 246000000 1085000000 0.93 0.92 1148000000 1156000000 0.165 -53000000 7000000 3000000 0 0 93000000 46000000 1000000 0 94000000 46000000 1104000000 1195000000 -61000000 2000000 -59000000 1026000000 1000000 1382000000 199000000 1133000000 0 1112000000 0 1132000000 429000000 0 12353000000 -2194000000 57000000 -13000000 10203000000 0 9616000000 0 948000000 -72000000 0 9450000000 0 1893000000 -26000000 0 9682000000 -5814000000 2686000000 68000000 1085000000 9000000 69000000 69000000 3000000 1000000 15000000 15000000 95000000 95000000 194000000 194000000 61000000 692000000 692000000 -260000000 260000000 2886000000 -2886000000 0 1149000000 5000000 33000000 33000000 4000000 1000000 16000000 16000000 3000000 132000000 132000000 204000000 204000000 26000000 315000000 315000000 -26000000 26000000 315000000 -315000000 0 1010000000 16000000 158000000 158000000 8000000 4000000 49000000 49000000 112000000 112000000 217000000 217000000 429000000 5830000000 5830000000 10492000000 11000000 16000000 16000000 -59000000 46000000 94000000 11000000 -10000000 161000000 108000000 120000000 208000000 207000000 108000000 126000000 5000000 29000000 -198000000 46000000 75000000 -6000000 268000000 301000000 -88000000 67000000 -275000000 153000000 -54000000 7000000 64000000 -22000000 1345000000 1264000000 0 0 26000000 503000000 73000000 74000000 -124000000 308000000 158000000 33000000 5830000000 315000000 5000000 29000000 -1223000000 -497000000 70000000 102000000 451000000 794000000 49000000 16000000 216000000 204000000 98000000 0 -6000000 2000000 75000000 148000000 0 -1000000 -4000000 0 0 12000000 287000000 103000000 24000000 -13000000 42000000 254000000 -248000000 67000000 31000000 -179000000 952000000 0 417000000 3000000 72000000 -8000000 266000000 69000000 15000000 24000000 692000000 194000000 -808000000 -57000000 353000000 2812000000 3165000000 1000000 0 0 4750000000 0 0 6000000 0 0 59000000 0 0 304000000 444000000 740000000 0 10000000 10000000 33000000 13000000 8000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">1.</font><font style="font-family:Times New Roman;font-size:8.5pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">Description of </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">B</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">usiness</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Activision Blizzard,&#160;Inc. </font><font style="font-family:Times New Roman;font-size:10pt;">(&#8220;Activision Blizzard&#8221;) </font><font style="font-family:Times New Roman;font-size:10pt;">is a </font><font style="font-family:Times New Roman;font-size:10pt;">leading global developer and publisher of interactive entertainment. The terms &#8220;Activision Blizzard,&#8221; the &#8220;Company,&#8221; &#8220;we,&#8221; &#8220;us,&#8221; and &#8220;our&#8221; are used to refer collectively to Activision Blizzard,&#160;Inc. and its subsidiaries. We publish</font><font style="font-family:Times New Roman;font-size:10pt;"> online, personal computer (&#8220;</font><font style="font-family:Times New Roman;font-size:10pt;">PC&#8221;), video game console, handheld, </font><font style="font-family:Times New Roman;font-size:10pt;">mobile </font><font style="font-family:Times New Roman;font-size:10pt;">and tablet </font><font style="font-family:Times New Roman;font-size:10pt;">game</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> We maintain significant operations in the United States</font><font style="font-family:Times New Roman;font-size:10pt;"> (&#8220;U.S.&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;">, Canada, the United Kingdom</font><font style="font-family:Times New Roman;font-size:10pt;"> (&#8220;U.K.&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;">, France, Germany,&#160;Ireland,&#160;Italy, Sweden, Spain, the Netherlands, Australia, South Korea and China.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">The </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Business Combination and Recently Consummated Share Repurchase</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Activision Blizzard is the result of the 2008 business combination (&#8220;Business Combination&#8221;) by and among Activision,&#160;Inc., Sego Merger Corporation, a wholly-owned subsidiary of Activision,&#160;Inc., Vivendi&#160;S.A. (&#8220;Vivendi&#8221;), VGAC&#160;LLC, a wholly-owned subsidiary of Vivendi, and Vivendi Games,&#160;Inc. (&#8220;Vivendi Games&#8221;), a wholly-owned subsidiary of VGAC&#160;LLC. </font><font style="font-family:Times New Roman;font-size:10pt;">As a result of</font><font style="font-family:Times New Roman;font-size:10pt;"> the </font><font style="font-family:Times New Roman;font-size:10pt;">c</font><font style="font-family:Times New Roman;font-size:10pt;">onsummation of the Business Combination, Activision,&#160;Inc. was renamed Activision Blizzard,&#160;Inc.</font><font style="font-family:Times New Roman;font-size:10pt;"> and Vivendi became a majority shareholder of Activision.</font><font style="font-family:Times New Roman;font-size:10pt;"> The common stock of Activision Blizzard is traded on The NASDAQ Stock Market under the ticker symbol &#8220;ATVI.&#8221;</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On October</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">11, 2013, we repurchased </font><font style="font-family:Times New Roman;font-size:10pt;">approximately </font><font style="font-family:Times New Roman;font-size:10pt;">429 million shares of our common stock, pursuant to </font><font style="font-family:Times New Roman;font-size:10pt;">a</font><font style="font-family:Times New Roman;font-size:10pt;"> stock purchase agreement (the &#8220;Stock Purchase Agreement&#8221;) we entered into on July</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">25, 2013</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> with Vivendi and ASAC II LP (&#8220;ASAC&#8221;), an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary of Vivendi (&#8220;New VH&#8221;), which was the direct owner of </font><font style="font-family:Times New Roman;font-size:10pt;">approximately </font><font style="font-family:Times New Roman;font-size:10pt;">429 million shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the transaction (collectively, the &#8220;Purchase Transaction&#8221;). Immediately following the completion of the Purchase Transaction, ASAC purchased from Vi</font><font style="font-family:Times New Roman;font-size:10pt;">vendi 172 million shares of Activision Blizzard</font><font style="font-family:Times New Roman;font-size:10pt;">'s common stock, pursuant to the Stock Purchase Agreement, for a cash payment of $2.34 billion, or $13.60 per share (the &#8220;</font><font style="font-family:Times New Roman;font-size:10pt;">Private Sale&#8221;). Refer to Note 12</font><font style="font-family:Times New Roman;font-size:10pt;"> of the Notes to Consolidated Financial Statements for further information regarding the </font><font style="font-family:Times New Roman;font-size:10pt;">financing of the </font><font style="font-family:Times New Roman;font-size:10pt;">Purchase Transaction.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As a result of the Purchase Transaction and the Private Sale, </font><font style="font-family:Times New Roman;font-size:10pt;">approximately </font><font style="font-family:Times New Roman;font-size:10pt;">64% of </font><font style="font-family:Times New Roman;font-size:10pt;">our outstanding common stock as of </font><font style="font-family:Times New Roman;font-size:10pt;">December 31</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> is owned by </font><font style="font-family:Times New Roman;font-size:10pt;">the public, approximately 12% is owned by </font><font style="font-family:Times New Roman;font-size:10pt;">Vivendi</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">approximately 24% is owned by </font><font style="font-family:Times New Roman;font-size:10pt;">ASAC</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Based upon our organizational structure, we </font><font style="font-family:Times New Roman;font-size:10pt;">conduct our business through</font><font style="font-family:Times New Roman;font-size:10pt;"> three operating segments as follows: </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:0px;">(</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;">i</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;">) Activision Publishing,&#160;Inc.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Activision Publishing,&#160;Inc. (&#8220;Activision&#8221;) is a leading international developer and publisher of interactive software products and content, including games from t</font><font style="font-family:Times New Roman;font-size:10pt;">he Call of Duty&#174; and </font><font style="font-family:Times New Roman;font-size:10pt;">Skylanders</font><font style="font-family:Times New Roman;font-size:10pt;">&#8482;</font><font style="font-family:Times New Roman;font-size:10pt;"> franchises. Activision develops games primarily based on internally-developed properties, as well as some licensed intellectual properties. We sell games through both retail channels and digital downloads. Activision currently offers games that operate on the </font><font style="font-family:Times New Roman;font-size:10pt;">Microsoft Corporation (&#8220;Microsoft&#8221;) Xbox One (&#8220;Xbox One&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">Xbox&#160;360 (&#8220;Xbox&#160;360&#8221;), Nintendo&#160;Co.&#160;Ltd. (&#8220;Nintendo&#8221;) Wii U (&#8220;Wii U&#8221;) and Wii (&#8220;Wii&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;">, and </font><font style="font-family:Times New Roman;font-size:10pt;">Sony Computer Entertainment,&#160;Inc. (&#8220;Sony&#8221;) </font><font style="font-family:Times New Roman;font-size:10pt;">PlayStation 4 (&#8220;PS4&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;"> and</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">PlayStation 3 (&#8220;PS3&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;"> console systems; </font><font style="font-family:Times New Roman;font-size:10pt;">the PC; </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">Nintendo 3DS (&#8220;3DS&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">Nintendo Dual Screen (&#8220;DS&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;">, and Sony PlayStation Vita</font><font style="font-family:Times New Roman;font-size:10pt;"> handheld game systems; and other handheld and mobile devices.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:0px;">(ii) Blizzard Entertainment,&#160;Inc.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Blizzard Entertainment,&#160;Inc. (&#8220;Blizzard&#8221;) is a leader in the subscription-based massively multi-player online role-playing game (&#8220;MMORPG&#8221;) category in terms of both subscriber base an</font><font style="font-family:Times New Roman;font-size:10pt;">d revenues generated through the</font><font style="font-family:Times New Roman;font-size:10pt;"> World of </font><font style="font-family:Times New Roman;font-size:10pt;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;">&#174;</font><font style="font-family:Times New Roman;font-size:10pt;"> franchise, which it develops, hosts and supports. Blizzard also develops, markets, and sells role-playing action and strategy games</font><font style="font-family:Times New Roman;font-size:10pt;"> for the PC and </font><font style="font-family:Times New Roman;font-size:10pt;">iPad</font><font style="font-family:Times New Roman;font-size:10pt;">, including games in the multiple-award winning Diablo</font><font style="font-family:Palatino Linotype;font-size:10pt;font-weight:bold;font-style:italic;">&#174;</font><font style="font-family:Times New Roman;font-size:10pt;"> and StarCraft</font><font style="font-family:Palatino Linotype;font-size:10pt;font-weight:bold;font-style:italic;">&#174; </font><font style="font-family:Times New Roman;font-size:10pt;">franchises. </font><font style="font-family:Times New Roman;font-size:10pt;">In September 2013, </font><font style="font-family:Times New Roman;font-size:10pt;">Blizzard released </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Diablo III</font><font style="font-family:Times New Roman;font-size:10pt;"> for the PS3 and Xbox 360</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">and confirmed plans to adapt the </font><font style="font-family:Times New Roman;font-size:10pt;">game for</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">the PS4</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">In addition, Blizzard maintains a proprietary online-game related service, Battle.net</font><font style="font-family:Palatino Linotype;font-size:10pt;font-weight:bold;font-style:italic;">&#174;</font><font style="font-family:Times New Roman;font-size:10pt;">. Blizzard distributes its products and generates revenues worldwide through various means, including: </font><font style="font-family:Times New Roman;font-size:10pt;">subscriptions; sales of prepaid subscription cards; value-added services such as realm transfers, faction changes, and other character customizations within the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> gameplay; retail sales of physical &#8220;boxed&#8221; products; online download sales of PC products; and licensing of software to third-party or related-party companies that distribute </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">, Diablo III,</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">StarCraft II</font><font style="font-family:Times New Roman;font-size:10pt;"> products.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> In </font><font style="font-family:Times New Roman;font-size:10pt;">August </font><font style="font-family:Times New Roman;font-size:10pt;">2013, Blizzard released</font><font style="font-family:Times New Roman;font-size:10pt;"> the closed beta version of</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Hearthstone</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">&#8482;</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">: Heroes of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">War</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">c</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">r</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">aft</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">&#8482;</font><font style="font-family:Times New Roman;font-size:10pt;">, a free-to-play digital collectible card game, </font><font style="font-family:Times New Roman;font-size:10pt;">and released the open beta version </font><font style="font-family:Times New Roman;font-size:10pt;">in </font><font style="font-family:Times New Roman;font-size:10pt;">January 2014.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:0px;"> </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:0px;">(iii) Activision Blizzard Distribution</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Activision Blizzard Distribution (&#8220;Distribution&#8221;) consists of operations in Europe that provide warehousing, logistical and sales distribution services to third-party publishers of interactive entertainment software, our own publishing operations, and manufacturers of interactive entertainment hardware.</font></p> 429000000 5830000000 13.60 172000000 2340000000 13.60 0.12 0.24 0.64 <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">2. Summary of Significant Accounting Policies</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Basis of Consolidation and Presentation</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (&#8220;U.S.&#160;GAAP&#8221;). The preparation of the consolidated financial statements in conformity with U.S.&#160;GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Certain reclassifications have been made to prior year amounts to conform to the current period presentation.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Results of Adjustment</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">During the </font><font style="font-family:Times New Roman;font-size:10pt;">year</font><font style="font-family:Times New Roman;font-size:10pt;"> ended </font><font style="font-family:Times New Roman;font-size:10pt;">December</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, we identified through our internal processes that, in previous years, we erroneously under-accrued for certain indirect taxes for two countries in our Europe region. We performed an </font><font style="font-family:Times New Roman;font-size:10pt;">evaluation under SEC Staff Accounting Bulletin No.&#160;108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2013 financial statements. As such, during the year ended December&#160;3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, we recorded an adjustment in our consolidated statements of operations which reduced &#8220;Total net revenues&#8221; by $8 million, &#8220;Interest and other investment income (expense), net&#8221; by $1 million, &#8220;Income before income tax expense&#8221; by $9 million, and &#8220;Net income&#8221; by $7 million. This adjustment reduced net revenues and income from operations before income tax expense by $8 million and $9 million, respectively, in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note </font><font style="font-family:Times New Roman;font-size:10pt;">14 of the Notes to </font><font style="font-family:Times New Roman;font-size:10pt;">Consolidated Financial Statements. The adjustment increased &#8220;Accrued expenses and other liabilities&#8221; on our </font><font style="font-family:Times New Roman;font-size:10pt;">c</font><font style="font-family:Times New Roman;font-size:10pt;">onsolidated balance sheet by $9 million and represents a correction of an error. Operating cash flows </font><font style="font-family:Times New Roman;font-size:10pt;">were </font><font style="font-family:Times New Roman;font-size:10pt;">impacted by $9 million in </font><font style="font-family:Times New Roman;font-size:10pt;">2013 when </font><font style="font-family:Times New Roman;font-size:10pt;">we settle</font><font style="font-family:Times New Roman;font-size:10pt;">d</font><font style="font-family:Times New Roman;font-size:10pt;"> the liability. The adjustment related to prior periods' net income as follows: (</font><font style="font-family:Times New Roman;font-size:10pt;">i</font><font style="font-family:Times New Roman;font-size:10pt;">)&#160;approximately $1 million for the quarter ended March&#160;31, 2013; (ii)&#160;approximately $1 million for each quarter of 2012 (totaling approximately $4 million for the year ended December&#160;31, 2012); (iii)&#160;approximately $2 million for the year ended December&#160;31, 2011; and (iv)&#160;less than $1 million for the year ended December&#160;31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">During the year ended December&#160;31, 2012, we identified through our internal processes that, in previous years, we erroneously over-recognized revenues for a country in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No.&#160;108 and concluded the effect of this error was immaterial to prior years' finan</font><font style="font-family:Times New Roman;font-size:10pt;">cial statements as well as the </font><font style="font-family:Times New Roman;font-size:10pt;">full-year 2012 financial statements. As such, during the year ended December&#160;31, 2012, we</font><font style="font-family:Times New Roman;font-size:10pt;"> recorded</font><font style="font-family:Times New Roman;font-size:10pt;"> an adjustment in our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated statements of operations which reduced &#8220;Total net revenues&#8221; by $11 million and &#8220;Net income&#8221; by $8 million. This adjustment reduced net revenues and income from operations before income tax expense by $11 million in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note </font><font style="font-family:Times New Roman;font-size:10pt;">14</font><font style="font-family:Times New Roman;font-size:10pt;"> of the Notes to Consolidated Financial Statements. The adjustment increased &#8220;Defe</font><font style="font-family:Times New Roman;font-size:10pt;">rred revenues&#8221; on our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated balance sheet by $11 million and represents a correction of an error. There was no impact to operating cash flows. The adjustment related to prior periods' net income as follows: (</font><font style="font-family:Times New Roman;font-size:10pt;">i</font><font style="font-family:Times New Roman;font-size:10pt;">)&#160;approximately $1 million for the quarter ended March&#160;31, 2012; (ii)&#160;less than $1 million for each quarter of 2011 (totaling approximately $3 million for the year ended December&#160;31, 2011); (iii)&#160;approximately $2 million for the year </font><font style="font-family:Times New Roman;font-size:10pt;">ended December&#160;31, 2010; and (iv)&#160;approximately $3 million for periods prior to the year ended December&#160;31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a resu</font><font style="font-family:Times New Roman;font-size:10pt;">lt of recording this adjustment</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Cash and Cash Equivalents </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We consider all money market funds and highly liquid investments with original maturities of three months or less at the time of purchase to be &#8220;Cash and cash equivalents.&#8221;</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Investment Securities</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">reported as a component of &#8220;Other comprehensive income (loss).&#8221;</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Investments with original maturities greater than 90&#160;days and remaining maturities of less than one year are normally classified </font><font style="font-family:Times New Roman;font-size:10pt;">within</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;Short-term investments.&#8221; In addition, investments with maturities beyond one year may be classified </font><font style="font-family:Times New Roman;font-size:10pt;">within</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;Short-term investments&#8221; if they are highly liquid in nature and represent the investment of cash that is available for current operations.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in &#8220;In</font><font style="font-family:Times New Roman;font-size:10pt;">terest</font><font style="font-family:Times New Roman;font-size:10pt;"> and other </font><font style="font-family:Times New Roman;font-size:10pt;">investment </font><font style="font-family:Times New Roman;font-size:10pt;">income (expense), net&#8221; in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated statements of operations.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company's investments include auction rate securities (&#8220;ARS&#8221;). These ARS are variable rate bonds tied to short-term interest rates with long-term maturities. ARS have interest rates which reset through a modified Dutch auction at predetermined short-term intervals, typically every 7, 28, or 35&#160;days. Interest on ARS is generally paid at the end of each auction process and is based upon the interest rate determined for the prior auction. Our investments in ARS are not material to our consolidated financial statements.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Restricted Cash&#8212;Compensating Balances</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Restricted cash is included within &#8220;Short-term investments&#8221; on the consolidated balance sheets. The majority of our restricted cash relates to a standby letter of credit required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Under the terms of this arrangement, we are required to maintain with the issuing bank a compensating balance, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but have not yet been reimbursed.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Financial Instruments</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The carrying amount of &#8220;Cash and cash equivalents,&#8221; &#8220;Accounts receivable,&#8221; &#8220;Accounts payable,&#8221; and &#8220;Accrued expenses&#8221; substantively approximate fair value due to the short-term nature of these accounts. Our investments in U.S. treasuries, government agency securities, and corporate bonds are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. ARS are carried at fair value, which is estimated </font><font style="font-family:Times New Roman;font-size:10pt;">using an income</font><font style="font-family:Times New Roman;font-size:10pt;">-approach model</font><font style="font-family:Times New Roman;font-size:10pt;">. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company</font><font style="font-family:Times New Roman;font-size:10pt;"> transacts business in various foreign currencies and has significant international sales and expenses denominated in foreign currencies, subjecting us to foreign currency risk. </font><font style="font-family:Times New Roman;font-size:10pt;">T</font><font style="font-family:Times New Roman;font-size:10pt;">o mitigate </font><font style="font-family:Times New Roman;font-size:10pt;">our foreign currency </font><font style="font-family:Times New Roman;font-size:10pt;">exchange rate exposure resulting from our foreign currency-denominated monetary assets, liabilities, and earnings, we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">We</font><font style="font-family:Times New Roman;font-size:10pt;"> do not use derivatives for </font><font style="font-family:Times New Roman;font-size:10pt;">speculative or trading purposes</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">we</font><font style="font-family:Times New Roman;font-size:10pt;"> do not designate these derivatives as hedging instruments under </font><font style="font-family:Times New Roman;font-size:10pt;">Financial Accounting Standards Board (&#8220;FASB&#8221;) </font><font style="font-family:Times New Roman;font-size:10pt;">Accounting Standards Codification (&#8220;ASC&#8221;) Topic 815. Accordingly, </font><font style="font-family:Times New Roman;font-size:10pt;">we report the fair value of these contract</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> within &#8220;Other current assets&#8221; or &#8220;Other current liabilities&#8221; in our consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> and the changes in fair value within </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;General and administrative expenses&#8221; </font><font style="font-family:Times New Roman;font-size:10pt;">and</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;In</font><font style="font-family:Times New Roman;font-size:10pt;">terest</font><font style="font-family:Times New Roman;font-size:10pt;"> and other </font><font style="font-family:Times New Roman;font-size:10pt;">investment </font><font style="font-family:Times New Roman;font-size:10pt;">income (expense), net&#8221; in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated statements of operations</font><font style="font-family:Times New Roman;font-size:10pt;">, depending on the nature of the contracts</font><font style="font-family:Times New Roman;font-size:10pt;">. The fair value of foreign currency contracts are estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Other-Than-Temporary Impairments</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company regularly reviews its investments to determine whether a decline in fair value below the cost basis is </font><font style="font-family:Times New Roman;font-size:10pt;">an other-</font><font style="font-family:Times New Roman;font-size:10pt;">than-</font><font style="font-family:Times New Roman;font-size:10pt;">temporary impairment. If the decline is determined to be other-than-temporary, the cost basis of the investment is written down to fair value. For available-for-sale fixed maturity instruments where credit-related impairments exist, other-than-temporary impairments are reported in the consolidated statement</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of operations and non-credit impairments are reported as a component of &#8220;Other comprehensive income (loss).&#8221;</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Concentration of Credit Risk</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our concentration of credit risk relates to depositors holding the Company's cash and cash equivalents and customers with significant accounts receivable balances. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">O</font><font style="font-family:Times New Roman;font-size:10pt;">ur cash and cash equivalents are </font><font style="font-family:Times New Roman;font-size:10pt;">invested primarily in money market funds consisting of short-term, high-quality debt instruments </font><font style="font-family:Times New Roman;font-size:10pt;">issued by governments and governmental organizations, </font><font style="font-family:Times New Roman;font-size:10pt;">financial institutions and industrial companies</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our customer base includes retailers and distributors, including mass-market retailers, consumer electronics stores, discount warehouses, and game specialty stores in the U.S. and other countries worldwide. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or oth</font><font style="font-family:Times New Roman;font-size:10pt;">er security from our customers. </font><font style="font-family:Times New Roman;font-size:10pt;">We did not have any single customer that accounted for 10% or more of net revenues for the years ended December 31, 2013 and 2011. </font><font style="font-family:Times New Roman;font-size:10pt;">We had one customer for the Activision and Blizzard segments, GameStop, </font><font style="font-family:Times New Roman;font-size:10pt;">that </font><font style="font-family:Times New Roman;font-size:10pt;">accounted for approximately 10%</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">of net revenues for the year ended December 31, 2012. We had one customer, Wal-Mart, </font><font style="font-family:Times New Roman;font-size:10pt;">that </font><font style="font-family:Times New Roman;font-size:10pt;">accounted for </font><font style="font-family:Times New Roman;font-size:10pt;">24</font><font style="font-family:Times New Roman;font-size:10pt;">% and 2</font><font style="font-family:Times New Roman;font-size:10pt;">0</font><font style="font-family:Times New Roman;font-size:10pt;">% of consolidated gross receivables at December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> and 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, respectively.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Software Development Costs and Intellectual Property Licenses</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We account for software development costs in accordance with </font><font style="font-family:Times New Roman;font-size:10pt;">ASC Subtopic 985-20, </font><font style="font-family:Times New Roman;font-size:10pt;">the guidance for costs of computer software to be sold, leased, or otherwise marketed. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Prior to a product's release, </font><font style="font-family:Times New Roman;font-size:10pt;">if and when we believe capitalized costs are not recoverable, </font><font style="font-family:Times New Roman;font-size:10pt;">we expense the amounts as part of</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;Cost of sales&#8212;software royalties and amortization</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;">&#8221; Capitalized costs for products that are cancelled or </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">expected to be abandoned are charged to &#8220;Product development expense&#8221; in the period of cancellation. Amounts related to software development which are not capitalized are charged immediately to &#8220;Product development expense.&#8221; </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Commencing u</font><font style="font-family:Times New Roman;font-size:10pt;">pon </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">product</font><font style="font-family:Times New Roman;font-size:10pt;">'s</font><font style="font-family:Times New Roman;font-size:10pt;"> release, capitalized software development costs are amortized to &#8220;Cost of sales&#8212;software royalties and amortization&#8221; based on the ratio of current revenues to total projected revenues for the specific product, generally resulting in an amortization period of six months or less.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology, music or other intellectual property or proprietary rights in the development of our products. Depending upon the agreement with the rights holder, we may obtain the right to use the intellectual property in multiple products over a number of years, or alternatively, for a single product. Prior to </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">product's release, </font><font style="font-family:Times New Roman;font-size:10pt;">if and when we believe capitalized costs are not recoverable, we expense the amounts </font><font style="font-family:Times New Roman;font-size:10pt;">as part of &#8220;Cost of sales&#8212;intellectual property licenses</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;">&#8221; Capitalized intellectual property costs for products that are cancelled or </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">expected to be abandoned are charged to &#8220;Product development expense&#8221; in the period of cancellation.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Commencing upon </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">product's release, capitalized intellectual property license costs are amortized to &#8220;Cost of sales&#8212;intellectual property licenses&#8221; based on the ratio of current revenues for the specific product to total projected revenues for all products in which the licensed property will be utilized. As intellectual property license contracts may extend for multiple years</font><font style="font-family:Times New Roman;font-size:10pt;"> and can be used in multiple products to be released over a period beyond one year</font><font style="font-family:Times New Roman;font-size:10pt;">, the amortization of capitalized intellectual property license costs relating to such contracts may extend beyond one year.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future periods, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, for any sequel product, estimated performance based on the performance of the product on which the sequel is based. Further, as many of our capitalized intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property, and the rights holder's continued promotion and exploitation of the intellectual property.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Significant management judgments and estimates are utilized in assessing the recoverability of capitalized costs. In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional costs to be incurred. If revised forecasted or actual product sales are less than the originally forecasted amounts utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge. Material differences may result in the amount and timing of expense</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> for any period if management makes different judgments or utilizes different estimates in evaluating these qualitative factors.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Inventories</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Inventories consist of materials (including manufacturing royalties paid to console manufacturers), labor</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and freight-in and are stated</font><font style="font-family:Times New Roman;font-size:10pt;"> at the lower of cost (weighted-</font><font style="font-family:Times New Roman;font-size:10pt;">average method) or net realizable value. Inventories are relieved on a weighted average cost method.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Long-Lived Assets</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Property and Equipment.</font><font style="font-family:Times New Roman;font-size:10pt;"> Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life (</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">i.e.</font><font style="font-family:Times New Roman;font-size:10pt;">, 25 to 33</font><font style="font-family:Times New Roman;font-size:10pt;"> years</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">for buildings, and 2 to 5 years</font><font style="font-family:Times New Roman;font-size:10pt;"> for computer equipment, office furniture and other equipment) of the asset. When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed and any resulting gains or losses are included in the consolidated statements of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed the length of the lease. Repair and maintenance costs are expensed as incurred.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Goodwill and Other Indefinite</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Lived Assets.</font><font style="font-family:Times New Roman;font-size:10pt;"> We account for goodwill </font><font style="font-family:Times New Roman;font-size:10pt;">in accordance with </font><font style="font-family:Times New Roman;font-size:10pt;">ASC Topic 350. Under ASC Topic 350, goodwill is considered to have an indefinite life, and is carried at cost. Acquired trade names are assessed as indefinite lived assets as there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and acquired trade names are not amortized, but are subject to an </font><font style="font-family:Times New Roman;font-size:10pt;">annual </font><font style="font-family:Times New Roman;font-size:10pt;">impairment test, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at December&#160;31</font><font style="font-family:Times New Roman;font-size:10pt;">st</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our annual goodwill impairment test is performed at the reporting unit level. We have determined our reporting units based on the guidance within ASC Subtopic 350-20, which provides that reporting units are generally operating segments or one reporting level below the operating segments. As of December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> and 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> reporting units are the same as our operating segments: Activision, Blizzard, and Distribution. We test goodwill for possible impairment by first determining the fair value of the related reporting unit and comparing this value to the recorded net assets of the reporting unit, including goodwill. </font><font style="font-family:Times New Roman;font-size:10pt;">The fair value of our reporting units is determined using an income approach based on discounted cash flow models. </font><font style="font-family:Times New Roman;font-size:10pt;">In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, we perform a second step to measure the amount of the impairment, which is equal to the amount by which the recorded goodwill exceeds the implied fair value of the goodwill after assessing the fair value of each of the assets and liabilities within the reporting unit.</font><font style="font-family:Times New Roman;font-size:10pt;"> We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We test acquired trade names for possible impairment by using a discounted cash flow model to estimate fair value. We have determined that no impairment has occurred at December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> and 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;"> based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Changes in our assumptions underlying our estimates of fair value, which will be a function of our future financial performance and changes in economic conditions, could result in future impairment charges.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Amortizable Intangible Assets.</font><font style="font-family:Times New Roman;font-size:10pt;"> Intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Management evaluates the recoverability of our identifiable intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. We considered certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes </font><font style="font-family:Times New Roman;font-size:10pt;">in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in our business strategy. </font><font style="font-family:Times New Roman;font-size:10pt;">If we determine that the carrying value may not be recoverable, </font><font style="font-family:Times New Roman;font-size:10pt;">we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets</font><font style="font-family:Times New Roman;font-size:10pt;"> to determine whether an impairment exists</font><font style="font-family:Times New Roman;font-size:10pt;">. If an impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets</font><font style="font-family:Times New Roman;font-size:10pt;">. We have determined that there are no events or circumstances that indicate a potential impairment exists at December 31, 2013 and 2012</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Revenue Recognition</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Revenue Arrangements with Multiple Deliverables</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Certain of our revenue arrangements have multiple deliverables, which we account for </font><font style="font-family:Times New Roman;font-size:10pt;">in accordance with</font><font style="font-family:Times New Roman;font-size:10pt;"> ASC Topic 605</font><font style="font-family:Times New Roman;font-size:10pt;"> and Accounting Standards Update (&#8220;ASU&#8221;) 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">These revenue arrangements include product sales consisting of both software and hardware deliverables (such as peripherals or other ancillary collectors' items sold together with physical &#8220;boxed&#8221; software) and our sales of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes.&#160; </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Under ASC Topic 605</font><font style="font-family:Times New Roman;font-size:10pt;"> and ASU 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;">, when a revenue arrangement contains multiple elements, such as hardware and software products, licenses and/or services, we allocate revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific-objective-evidence (&#8220;VSOE&#8221;) if it is available, third-party evidence (&#8220;TPE&#8221;) if VSOE is not available, or best estimated selling price (&#8220;BESP&#8221;) if neither VSOE nor TPE is available. In multiple element arrangements where more-than-incidental software deliverables are included, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is then allocated to each software deliverable using the guidance for recognizing software revenue.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As noted above, when neither VSOE nor TPE is available for a deliverable, we use BESP. We do not have significant revenue arrangements that require BESP for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 2011</font><font style="font-family:Times New Roman;font-size:10pt;">.&#160; The inputs we use to determine the selling price of our significant deliverables include the actual price charged by the Company for a deliverable that the Company sells separately, which represents the VSOE, and the wholesale prices of the same or similar products, which represents TPE. </font><font style="font-family:Times New Roman;font-size:10pt;">T</font><font style="font-family:Times New Roman;font-size:10pt;">he adoption of </font><font style="font-family:Times New Roman;font-size:10pt;">ASU 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">on January 1, 2011 </font><font style="font-family:Times New Roman;font-size:10pt;">has not had a material impact on our financial statements.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">The pattern and timing of revenue recognition for deliverables and allocation of the arrangement consideration did not change upon the adoption of </font><font style="font-family:Times New Roman;font-size:10pt;">ASU 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Product Sales</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We recognize revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from the sale of our products upon the transfer of title and risk of loss to our customers and once any performance obligations have been completed. Certain products are sold to customers with a &#8220;street date&#8221; (which is the earliest date these products may be sold by retailers). For these products, we recognize revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> on the later of the street date or the date the product is sold to the customer. Revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from product sales </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> recognized after deducting the estimated allowance for returns and price protection.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For our software products with online functionality, we evaluate whether </font><font style="font-family:Times New Roman;font-size:10pt;">that feature</font><font style="font-family:Times New Roman;font-size:10pt;"> or functionality </font><font style="font-family:Times New Roman;font-size:10pt;">is </font><font style="font-family:Times New Roman;font-size:10pt;">more than an inconsequential separate deliverable</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> in addition to the software product. This evaluation is performed for each software product and digital download of a title or product add-ons</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">(including digital downloadable content)</font><font style="font-family:Times New Roman;font-size:10pt;">, when it is released. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">When we determine that a software title contains online functionality that constitutes a more-than-inconsequential separate service deliverable in addition to the product, which</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">is principally because of </font><font style="font-family:Times New Roman;font-size:10pt;">the online functionality's</font><font style="font-family:Times New Roman;font-size:10pt;"> importance to gameplay, we consider our performance obligation for this title to extend beyond the sale of the game. VSOE of fair value does not exist for the online functionality of some products, as we do not separately charge for this component of every title. As a result, we recognize all of the software-related revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from the sale of any such title ratably over the estimated service period of </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">title. In addition, we initially defer the costs of sales for the title (excluding intangible asset amortization), and recognize the costs of sales as the related revenues are recognized. </font><font style="font-family:Times New Roman;font-size:10pt;">The c</font><font style="font-family:Times New Roman;font-size:10pt;">ost</font><font style="font-family:Times New Roman;font-size:10pt;">s of sales include</font><font style="font-family:Times New Roman;font-size:10pt;"> manufacturing costs, software royalties and amortization, and intellectual property licenses. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Determining whether the online functionality for a particular game constitutes </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">more-than-inconsequential deliverable, as well as the estimated service periods and product life over which to recognize the revenue and related costs of sales, is subjective and require</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> management's judgment.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We recognize revenues from </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed product</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">, expansion packs and value-added services, in each case with the related subscription service revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">, ratably over the estimated service period beginning upon activation of the software and delivery of the related services. Revenues attributed to the sale of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed software and related expansion packs are classified as &#8220;Product sales,&#8221; whereas revenues attributable to subscriptions and other value-added services are classified as &#8220;Subscription, licensing, and other revenues.&#8221;</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For games where the online functionality is a more-than-inconsequential deliverable</font><font style="font-family:Times New Roman;font-size:10pt;"> and games for which was have a hosted service arrangement</font><font style="font-family:Times New Roman;font-size:10pt;">, we determine the game's estimated service period with consideration of various data</font><font style="font-family:Times New Roman;font-size:10pt;"> points, including the weighted-</font><font style="font-family:Times New Roman;font-size:10pt;">average number of days between players' first and last days played online, the average total hours played and the average number of days in which player activity stabilizes. We also consider known online trends, and the service periods of our previously released games and disclosed service periods for our competitor's games that are similar in nature. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The estimated service periods for our current games range from five months to less than one year.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For our software products with features we consider to be incidental to t</font><font style="font-family:Times New Roman;font-size:10pt;">he overall product offering and </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">inconsequential deliverable</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">, such as products which provide limited online features at no additional cost to the consumer, we recognize the related revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> upon the transfer of title and risk of loss of the product to our customer.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">With respect to online transactions, such as online downloads of titles or product add-ons that do not include a more-than-inconsequential separate service deliverable, revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> recognized when the fee is paid by the online customer to purchase online content and the product is available for download or is activated for gameplay. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Sales incentives and other consideration given by us to our customers, such as r</font><font style="font-family:Times New Roman;font-size:10pt;">ebates and product </font><font style="font-family:Times New Roman;font-size:10pt;">placement fees, are considered adjustments of the selling price of our products and are reflected as reductions to revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer's national circular ad, are reflected as sales and marketing expenses when the benefit from the sales incentive is separable from sales to the same customer and we can reasonably estimate the fair value of the benefit.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Subscription Revenues</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Subscription revenues are mostly derived from </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">is a game that is playable through Blizzard's servers and is generally sold </font><font style="font-family:Times New Roman;font-size:10pt;">on</font><font style="font-family:Times New Roman;font-size:10pt;"> a subscription-only basis. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">after the first month of free usage that is included with the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed software, the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> end user may enter into a subscription agreement for additional future access. Revenues associated with the sale</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of subscriptions via boxed software and prepaid subscription cards, as well as prepaid subscriptions sales, are deferred until the subscription service is activated by the consumer and are then recognized ratably over the subscription period. Value-added service revenues associated with subscriptions are recognized ratably over the estimated service periods. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Licensing Revenues</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Third-party licensees in Russia, China and Taiwan distribute and host Blizzard's </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> game in their respective countries under license agreements, for which they pay the Company a royalty. We recognize these royalties as revenues based on the end users' activation of the underlying prepaid time, if all other performance obligations have been completed, or based on usage by the end user, when we have continuing service obligations. We recognize any upfront licensing fee</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> received over the term of the contracts.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">With respect to license agreements that provide customers the right to make multiple copies in exchange for guaranteed amounts, revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> generally recognized upon delivery of a master copy. Per copy royalties on sales that exceed the guarantee are recognized as earned. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Other Revenues</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Other revenues primarily include licensing activity of intellectual property other than software to third</font><font style="font-family:Times New Roman;font-size:10pt;">-parties. Revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> recorded upon </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">receipt of licensee statements, or upon the receipt of cash, provided the license period has begun and all performance obligations have been completed.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Revenues are recorded net of tax</font><font style="font-family:Times New Roman;font-size:10pt;">es</font><font style="font-family:Times New Roman;font-size:10pt;"> as</font><font style="font-family:Times New Roman;font-size:10pt;">sessed by governmental authorities</font><font style="font-family:Times New Roman;font-size:10pt;"> that </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> both imposed on and concurrent with the specific revenue-producing transaction between us and our customer, such as sales and value added tax</font><font style="font-family:Times New Roman;font-size:10pt;">es</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Allowances for Returns, Price Protection, Doubtful Accounts, and Inventory Obsolescence</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and the anticipated timing of other releases to assess future demand of current and upcoming titles. Initial volumes shipped upon title launch and subsequent reorders are evaluated with the goal of ensuring that quantities are sufficient to meet the demand from the retail markets, but at the same time are controlled to prevent excess inventory in the channel. We benchmark units to be shipped to our customers using historical and industry data.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We may permit product returns from, or grant price protection to, our customers under certain conditions. In general, price protection refers to the circumstances in which we elect to decrease, on a short</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;"> or longer</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">term basis, the wholesale price of a product by a certain amount and, when granted and applicable, allow customers a credit against amounts owed by such customers to us with respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sell-through reports to us. We may also consider other factors, including the facilitation of slow-moving inventory and other market factors. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price protection in any accounting period based on estimates of potential future product returns and price protection related to current period product revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">. We estimate the amount of future </font><font style="font-family:Times New Roman;font-size:10pt;">returns and price protection for current period product revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer. The following factors are used to estimate the amount of future returns and price protection for a particular title: historical performance of titles in similar genres; historical performance of the hardware platform; historical performance of the franchise; console hardware life cycle; sales force and retail customer feedback; industry pricing; future pricing assumptions; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse on-hand inventory levels; the title's recent sell-through history (if available); marketing trade programs; and performance of competing titles. The relative importance of these factors varies among titles depending upon, among other items, genre, platform, seasonality, and sales strategy. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Based upon historical experience, we believe that our estimates are reasonable. However, actual returns and price protection could vary materially from our allowance estimates due to a number of reasons including, among others, a lack of consumer acceptance of a title, the release in the same period of a similarly themed title by a competitor, or technological obsolescence due to the emergence of new hardware platforms. Material differences may result in the amount and timing of our revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> for any period if factors or market conditions change or if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection. For example, a 1% change in our December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> allowance for sales returns, price protection and other allowances would have impacted net revenues by approximately </font><font style="font-family:Times New Roman;font-size:10pt;">$</font><font style="font-family:Times New Roman;font-size:10pt;">4</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Similarly, management must make estimates as to the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer creditworthiness, current economic trends, and changes in our customers' payment terms and their economic condition, as well as whether we can obtain sufficient credit insurance. Any significant changes in any of these criteria would affect management's estimates in establishing our allowance for doubtful accounts.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We regularly review inventory quantities on-hand and in the retail channels. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write</font><font style="font-family:Times New Roman;font-size:10pt;">-downs are measured as the difference between the cost of the inventory and net realizable value, based upon assumptions about future demand, which are inherently difficult to assess and dependent on market conditions. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Shipping and Handling</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Shipping and handling costs, which consist primarily of packaging and transportation charges incurred to move finished goods to customers, are included in &#8220;Cost of sales&#8212;product costs.&#8221;</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Advertising Expenses</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We expense advertising as incurred, except for production costs associated with media advertising, which are deferred and charged to expense when the related advertisement is r</font><font style="font-family:Times New Roman;font-size:10pt;">un</font><font style="font-family:Times New Roman;font-size:10pt;"> for the first time. Advertising expenses for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;"> were $</font><font style="font-family:Times New Roman;font-size:10pt;">401</font><font style="font-family:Times New Roman;font-size:10pt;"> million, $3</font><font style="font-family:Times New Roman;font-size:10pt;">96</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, and $3</font><font style="font-family:Times New Roman;font-size:10pt;">43</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, respectively, and are included in &#8220;Sales and marketing expense&#8221; in the consolidated statements of operations.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Income Taxes</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC Topic 740, the provision for income taxes is computed using the asset and liability method, </font><font style="font-family:Times New Roman;font-size:10pt;">under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit </font><font style="font-family:Times New Roman;font-size:10pt;">carryforwards</font><font style="font-family:Times New Roman;font-size:10pt;">. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of &#8220;more likely than not&#8221; </font><font style="font-family:Times New Roman;font-size:10pt;">that they will be </font><font style="font-family:Times New Roman;font-size:10pt;">realized in the future, a valuation allowance is recorded. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in &#8220;Income tax expense.&#8221;</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Foreign Currency Translation</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date, and revenue and expenses are translated at average exchange rates during the period. The resulting translation adjustments are reflected as a component of &#8220;Accumulated other comprehensive income (loss)&#8221; in shareholders' equity.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Earnings (Loss) Per Common Share</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">&#8220;Basic earnings (loss) per common share&#8221; is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. &#8220;Diluted earnings per share&#8221; is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding, increased by the weighted average number of common stock equivalents. Common stock equivalents are calculated using the treasury stock method and represent incremental shares issuable upon exercise of our outstanding options. However, potential common shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">When we determine whether instruments granted in stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment transactions are participating securities, unvested stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based awards which include the right to receive non-forfeitable dividends or dividend equivalents are considered to participate with common stock in undistributed earnings. With participating securities, we are required to calculate basic and diluted earnings per common share amounts under the two-class method. The two-class method excludes from </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">earnin</font><font style="font-family:Times New Roman;font-size:10pt;">gs per common share calculation</font><font style="font-family:Times New Roman;font-size:10pt;"> any dividends paid or owed to participating securities and any undistributed earnings considered to be attributable to participating securities.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Stock</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Based Compensation</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We account for stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based compensation in accordance with ASC Topic 718-10, </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Compensation</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Stock Compensation</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and ASC Subtopic 505-50, </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Equity</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Based Payments to Non-Employees</font><font style="font-family:Times New Roman;font-size:10pt;">. Stock-based compensation expense is recognized during the requisite service period (that is, the period for which the employee is being compensated) and is based on the value of stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based compensation expense recognized in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated statement</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of operations for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;"> included both compensation expense for stock</font><font style="font-family:Times New Roman;font-size:10pt;">- based payment awards granted by Activision,&#160;Inc. prior to, but not yet vested as of July&#160;9, 2008, based on the </font><font style="font-family:Times New Roman;font-size:10pt;">revalued fair value estimated at July&#160;9, 2008, and compensation expense for the stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards granted by us subsequent to July&#160;9, 2008.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We estimate the value of stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards on the measurement date using a binomial</font><font style="font-family:Times New Roman;font-size:10pt;">-lattice model. Our determination of fair value of stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards on the date of grant using an option</font><font style="font-family:Times New Roman;font-size:10pt;">-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We generally determine the fair value of restricted stock rights (including restricted stock units, restricted stock awards and performance shares) based on the closing market price of the Company's common stock on the date of grant. Certain restricted stock rights granted to our employees and senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based restricted stock rights at the closing market price of the Company's common stock on the date of grant. Each quarter</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> we update our assessment of the probability that the specified performance criteria will be achieved. We amortize the fair values of performance-based restricted stock rights over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. We estimate the fair value of market-based restricted stock rights at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based restricted stock rights at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based restricted stock rights at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">See Note&#160;15 of the Notes to Consolidated Financial Statements.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Basis of Consolidation and Presentation</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (&#8220;U.S.&#160;GAAP&#8221;). The preparation of the consolidated financial statements in conformity with U.S.&#160;GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Certain reclassifications have been made to prior year amounts to conform to the current period presentation.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.</font></p> <p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Results of Adjustment</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">During the </font><font style="font-family:Times New Roman;font-size:10pt;">year</font><font style="font-family:Times New Roman;font-size:10pt;"> ended </font><font style="font-family:Times New Roman;font-size:10pt;">December</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, we identified through our internal processes that, in previous years, we erroneously under-accrued for certain indirect taxes for two countries in our Europe region. We performed an </font><font style="font-family:Times New Roman;font-size:10pt;">evaluation under SEC Staff Accounting Bulletin No.&#160;108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2013 financial statements. As such, during the year ended December&#160;3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, we recorded an adjustment in our consolidated statements of operations which reduced &#8220;Total net revenues&#8221; by $8 million, &#8220;Interest and other investment income (expense), net&#8221; by $1 million, &#8220;Income before income tax expense&#8221; by $9 million, and &#8220;Net income&#8221; by $7 million. This adjustment reduced net revenues and income from operations before income tax expense by $8 million and $9 million, respectively, in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note </font><font style="font-family:Times New Roman;font-size:10pt;">14 of the Notes to </font><font style="font-family:Times New Roman;font-size:10pt;">Consolidated Financial Statements. The adjustment increased &#8220;Accrued expenses and other liabilities&#8221; on our </font><font style="font-family:Times New Roman;font-size:10pt;">c</font><font style="font-family:Times New Roman;font-size:10pt;">onsolidated balance sheet by $9 million and represents a correction of an error. Operating cash flows </font><font style="font-family:Times New Roman;font-size:10pt;">were </font><font style="font-family:Times New Roman;font-size:10pt;">impacted by $9 million in </font><font style="font-family:Times New Roman;font-size:10pt;">2013 when </font><font style="font-family:Times New Roman;font-size:10pt;">we settle</font><font style="font-family:Times New Roman;font-size:10pt;">d</font><font style="font-family:Times New Roman;font-size:10pt;"> the liability. The adjustment related to prior periods' net income as follows: (</font><font style="font-family:Times New Roman;font-size:10pt;">i</font><font style="font-family:Times New Roman;font-size:10pt;">)&#160;approximately $1 million for the quarter ended March&#160;31, 2013; (ii)&#160;approximately $1 million for each quarter of 2012 (totaling approximately $4 million for the year ended December&#160;31, 2012); (iii)&#160;approximately $2 million for the year ended December&#160;31, 2011; and (iv)&#160;less than $1 million for the year ended December&#160;31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">During the year ended December&#160;31, 2012, we identified through our internal processes that, in previous years, we erroneously over-recognized revenues for a country in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No.&#160;108 and concluded the effect of this error was immaterial to prior years' finan</font><font style="font-family:Times New Roman;font-size:10pt;">cial statements as well as the </font><font style="font-family:Times New Roman;font-size:10pt;">full-year 2012 financial statements. As such, during the year ended December&#160;31, 2012, we</font><font style="font-family:Times New Roman;font-size:10pt;"> recorded</font><font style="font-family:Times New Roman;font-size:10pt;"> an adjustment in our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated statements of operations which reduced &#8220;Total net revenues&#8221; by $11 million and &#8220;Net income&#8221; by $8 million. This adjustment reduced net revenues and income from operations before income tax expense by $11 million in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note </font><font style="font-family:Times New Roman;font-size:10pt;">14</font><font style="font-family:Times New Roman;font-size:10pt;"> of the Notes to Consolidated Financial Statements. The adjustment increased &#8220;Defe</font><font style="font-family:Times New Roman;font-size:10pt;">rred revenues&#8221; on our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated balance sheet by $11 million and represents a correction of an error. There was no impact to operating cash flows. The adjustment related to prior periods' net income as follows: (</font><font style="font-family:Times New Roman;font-size:10pt;">i</font><font style="font-family:Times New Roman;font-size:10pt;">)&#160;approximately $1 million for the quarter ended March&#160;31, 2012; (ii)&#160;less than $1 million for each quarter of 2011 (totaling approximately $3 million for the year ended December&#160;31, 2011); (iii)&#160;approximately $2 million for the year </font><font style="font-family:Times New Roman;font-size:10pt;">ended December&#160;31, 2010; and (iv)&#160;approximately $3 million for periods prior to the year ended December&#160;31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a resu</font><font style="font-family:Times New Roman;font-size:10pt;">lt of recording this adjustment</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Cash and Cash Equivalents </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We consider all money market funds and highly liquid investments with original maturities of three months or less at the time of purchase to be &#8220;Cash and cash equivalents.&#8221;</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Investment Securities</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">reported as a component of &#8220;Other comprehensive income (loss).&#8221;</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Investments with original maturities greater than 90&#160;days and remaining maturities of less than one year are normally classified </font><font style="font-family:Times New Roman;font-size:10pt;">within</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;Short-term investments.&#8221; In addition, investments with maturities beyond one year may be classified </font><font style="font-family:Times New Roman;font-size:10pt;">within</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;Short-term investments&#8221; if they are highly liquid in nature and represent the investment of cash that is available for current operations.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in &#8220;In</font><font style="font-family:Times New Roman;font-size:10pt;">terest</font><font style="font-family:Times New Roman;font-size:10pt;"> and other </font><font style="font-family:Times New Roman;font-size:10pt;">investment </font><font style="font-family:Times New Roman;font-size:10pt;">income (expense), net&#8221; in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated statements of operations.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company's investments include auction rate securities (&#8220;ARS&#8221;). These ARS are variable rate bonds tied to short-term interest rates with long-term maturities. ARS have interest rates which reset through a modified Dutch auction at predetermined short-term intervals, typically every 7, 28, or 35&#160;days. Interest on ARS is generally paid at the end of each auction process and is based upon the interest rate determined for the prior auction. Our investments in ARS are not material to our consolidated financial statements.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Restricted Cash&#8212;Compensating Balances</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Restricted cash is included within &#8220;Short-term investments&#8221; on the consolidated balance sheets. The majority of our restricted cash relates to a standby letter of credit required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Under the terms of this arrangement, we are required to maintain with the issuing bank a compensating balance, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but have not yet been reimbursed.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Financial Instruments</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The carrying amount of &#8220;Cash and cash equivalents,&#8221; &#8220;Accounts receivable,&#8221; &#8220;Accounts payable,&#8221; and &#8220;Accrued expenses&#8221; substantively approximate fair value due to the short-term nature of these accounts. Our investments in U.S. treasuries, government agency securities, and corporate bonds are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. ARS are carried at fair value, which is estimated </font><font style="font-family:Times New Roman;font-size:10pt;">using an income</font><font style="font-family:Times New Roman;font-size:10pt;">-approach model</font><font style="font-family:Times New Roman;font-size:10pt;">. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company</font><font style="font-family:Times New Roman;font-size:10pt;"> transacts business in various foreign currencies and has significant international sales and expenses denominated in foreign currencies, subjecting us to foreign currency risk. </font><font style="font-family:Times New Roman;font-size:10pt;">T</font><font style="font-family:Times New Roman;font-size:10pt;">o mitigate </font><font style="font-family:Times New Roman;font-size:10pt;">our foreign currency </font><font style="font-family:Times New Roman;font-size:10pt;">exchange rate exposure resulting from our foreign currency-denominated monetary assets, liabilities, and earnings, we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">We</font><font style="font-family:Times New Roman;font-size:10pt;"> do not use derivatives for </font><font style="font-family:Times New Roman;font-size:10pt;">speculative or trading purposes</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">we</font><font style="font-family:Times New Roman;font-size:10pt;"> do not designate these derivatives as hedging instruments under </font><font style="font-family:Times New Roman;font-size:10pt;">Financial Accounting Standards Board (&#8220;FASB&#8221;) </font><font style="font-family:Times New Roman;font-size:10pt;">Accounting Standards Codification (&#8220;ASC&#8221;) Topic 815. Accordingly, </font><font style="font-family:Times New Roman;font-size:10pt;">we report the fair value of these contract</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> within &#8220;Other current assets&#8221; or &#8220;Other current liabilities&#8221; in our consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> and the changes in fair value within </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;General and administrative expenses&#8221; </font><font style="font-family:Times New Roman;font-size:10pt;">and</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;In</font><font style="font-family:Times New Roman;font-size:10pt;">terest</font><font style="font-family:Times New Roman;font-size:10pt;"> and other </font><font style="font-family:Times New Roman;font-size:10pt;">investment </font><font style="font-family:Times New Roman;font-size:10pt;">income (expense), net&#8221; in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated statements of operations</font><font style="font-family:Times New Roman;font-size:10pt;">, depending on the nature of the contracts</font><font style="font-family:Times New Roman;font-size:10pt;">. The fair value of foreign currency contracts are estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Other-Than-Temporary Impairments</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company regularly reviews its investments to determine whether a decline in fair value below the cost basis is </font><font style="font-family:Times New Roman;font-size:10pt;">an other-</font><font style="font-family:Times New Roman;font-size:10pt;">than-</font><font style="font-family:Times New Roman;font-size:10pt;">temporary impairment. If the decline is determined to be other-than-temporary, the cost basis of the investment is written down to fair value. For available-for-sale fixed maturity instruments where credit-related impairments exist, other-than-temporary impairments are reported in the consolidated statement</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of operations and non-credit impairments are reported as a component of &#8220;Other comprehensive income (loss).&#8221;</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Concentration of Credit Risk</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our concentration of credit risk relates to depositors holding the Company's cash and cash equivalents and customers with significant accounts receivable balances. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">O</font><font style="font-family:Times New Roman;font-size:10pt;">ur cash and cash equivalents are </font><font style="font-family:Times New Roman;font-size:10pt;">invested primarily in money market funds consisting of short-term, high-quality debt instruments </font><font style="font-family:Times New Roman;font-size:10pt;">issued by governments and governmental organizations, </font><font style="font-family:Times New Roman;font-size:10pt;">financial institutions and industrial companies</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our customer base includes retailers and distributors, including mass-market retailers, consumer electronics stores, discount warehouses, and game specialty stores in the U.S. and other countries worldwide. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or oth</font><font style="font-family:Times New Roman;font-size:10pt;">er security from our customers. </font><font style="font-family:Times New Roman;font-size:10pt;">We did not have any single customer that accounted for 10% or more of net revenues for the years ended December 31, 2013 and 2011. </font><font style="font-family:Times New Roman;font-size:10pt;">We had one customer for the Activision and Blizzard segments, GameStop, </font><font style="font-family:Times New Roman;font-size:10pt;">that </font><font style="font-family:Times New Roman;font-size:10pt;">accounted for approximately 10%</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">of net revenues for the year ended December 31, 2012. We had one customer, Wal-Mart, </font><font style="font-family:Times New Roman;font-size:10pt;">that </font><font style="font-family:Times New Roman;font-size:10pt;">accounted for </font><font style="font-family:Times New Roman;font-size:10pt;">24</font><font style="font-family:Times New Roman;font-size:10pt;">% and 2</font><font style="font-family:Times New Roman;font-size:10pt;">0</font><font style="font-family:Times New Roman;font-size:10pt;">% of consolidated gross receivables at December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> and 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, respectively.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Software Development Costs and Intellectual Property Licenses</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We account for software development costs in accordance with </font><font style="font-family:Times New Roman;font-size:10pt;">ASC Subtopic 985-20, </font><font style="font-family:Times New Roman;font-size:10pt;">the guidance for costs of computer software to be sold, leased, or otherwise marketed. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Prior to a product's release, </font><font style="font-family:Times New Roman;font-size:10pt;">if and when we believe capitalized costs are not recoverable, </font><font style="font-family:Times New Roman;font-size:10pt;">we expense the amounts as part of</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;Cost of sales&#8212;software royalties and amortization</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;">&#8221; Capitalized costs for products that are cancelled or </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">expected to be abandoned are charged to &#8220;Product development expense&#8221; in the period of cancellation. Amounts related to software development which are not capitalized are charged immediately to &#8220;Product development expense.&#8221; </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Commencing u</font><font style="font-family:Times New Roman;font-size:10pt;">pon </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">product</font><font style="font-family:Times New Roman;font-size:10pt;">'s</font><font style="font-family:Times New Roman;font-size:10pt;"> release, capitalized software development costs are amortized to &#8220;Cost of sales&#8212;software royalties and amortization&#8221; based on the ratio of current revenues to total projected revenues for the specific product, generally resulting in an amortization period of six months or less.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology, music or other intellectual property or proprietary rights in the development of our products. Depending upon the agreement with the rights holder, we may obtain the right to use the intellectual property in multiple products over a number of years, or alternatively, for a single product. Prior to </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">product's release, </font><font style="font-family:Times New Roman;font-size:10pt;">if and when we believe capitalized costs are not recoverable, we expense the amounts </font><font style="font-family:Times New Roman;font-size:10pt;">as part of &#8220;Cost of sales&#8212;intellectual property licenses</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;">&#8221; Capitalized intellectual property costs for products that are cancelled or </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">expected to be abandoned are charged to &#8220;Product development expense&#8221; in the period of cancellation.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Commencing upon </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">product's release, capitalized intellectual property license costs are amortized to &#8220;Cost of sales&#8212;intellectual property licenses&#8221; based on the ratio of current revenues for the specific product to total projected revenues for all products in which the licensed property will be utilized. As intellectual property license contracts may extend for multiple years</font><font style="font-family:Times New Roman;font-size:10pt;"> and can be used in multiple products to be released over a period beyond one year</font><font style="font-family:Times New Roman;font-size:10pt;">, the amortization of capitalized intellectual property license costs relating to such contracts may extend beyond one year.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future periods, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, for any sequel product, estimated performance based on the performance of the product on which the sequel is based. Further, as many of our capitalized intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property, and the rights holder's continued promotion and exploitation of the intellectual property.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Significant management judgments and estimates are utilized in assessing the recoverability of capitalized costs. In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional costs to be incurred. If revised forecasted or actual product sales are less than the originally forecasted amounts utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge. Material differences may result in the amount and timing of expense</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> for any period if management makes different judgments or utilizes different estimates in evaluating these qualitative factors.</font></p> <p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Inventories</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Inventories consist of materials (including manufacturing royalties paid to console manufacturers), labor</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and freight-in and are stated</font><font style="font-family:Times New Roman;font-size:10pt;"> at the lower of cost (weighted-</font><font style="font-family:Times New Roman;font-size:10pt;">average method) or net realizable value. Inventories are relieved on a weighted average cost method.</font></p> <p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Long-Lived Assets</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Property and Equipment.</font><font style="font-family:Times New Roman;font-size:10pt;"> Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life (</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">i.e.</font><font style="font-family:Times New Roman;font-size:10pt;">, 25 to 33</font><font style="font-family:Times New Roman;font-size:10pt;"> years</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">for buildings, and 2 to 5 years</font><font style="font-family:Times New Roman;font-size:10pt;"> for computer equipment, office furniture and other equipment) of the asset. When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed and any resulting gains or losses are included in the consolidated statements of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed the length of the lease. Repair and maintenance costs are expensed as incurred.</font></p> <p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Goodwill and Other Indefinite</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Lived Assets.</font><font style="font-family:Times New Roman;font-size:10pt;"> We account for goodwill </font><font style="font-family:Times New Roman;font-size:10pt;">in accordance with </font><font style="font-family:Times New Roman;font-size:10pt;">ASC Topic 350. Under ASC Topic 350, goodwill is considered to have an indefinite life, and is carried at cost. Acquired trade names are assessed as indefinite lived assets as there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and acquired trade names are not amortized, but are subject to an </font><font style="font-family:Times New Roman;font-size:10pt;">annual </font><font style="font-family:Times New Roman;font-size:10pt;">impairment test, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at December&#160;31</font><font style="font-family:Times New Roman;font-size:10pt;">st</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our annual goodwill impairment test is performed at the reporting unit level. We have determined our reporting units based on the guidance within ASC Subtopic 350-20, which provides that reporting units are generally operating segments or one reporting level below the operating segments. As of December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> and 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> reporting units are the same as our operating segments: Activision, Blizzard, and Distribution. We test goodwill for possible impairment by first determining the fair value of the related reporting unit and comparing this value to the recorded net assets of the reporting unit, including goodwill. </font><font style="font-family:Times New Roman;font-size:10pt;">The fair value of our reporting units is determined using an income approach based on discounted cash flow models. </font><font style="font-family:Times New Roman;font-size:10pt;">In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, we perform a second step to measure the amount of the impairment, which is equal to the amount by which the recorded goodwill exceeds the implied fair value of the goodwill after assessing the fair value of each of the assets and liabilities within the reporting unit.</font><font style="font-family:Times New Roman;font-size:10pt;"> We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We test acquired trade names for possible impairment by using a discounted cash flow model to estimate fair value. We have determined that no impairment has occurred at December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> and 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;"> based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Changes in our assumptions underlying our estimates of fair value, which will be a function of our future financial performance and changes in economic conditions, could result in future impairment charges.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Amortizable Intangible Assets.</font><font style="font-family:Times New Roman;font-size:10pt;"> Intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Management evaluates the recoverability of our identifiable intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. We considered certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes </font><font style="font-family:Times New Roman;font-size:10pt;">in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in our business strategy. </font><font style="font-family:Times New Roman;font-size:10pt;">If we determine that the carrying value may not be recoverable, </font><font style="font-family:Times New Roman;font-size:10pt;">we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets</font><font style="font-family:Times New Roman;font-size:10pt;"> to determine whether an impairment exists</font><font style="font-family:Times New Roman;font-size:10pt;">. If an impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets</font><font style="font-family:Times New Roman;font-size:10pt;">. We have determined that there are no events or circumstances that indicate a potential impairment exists at December 31, 2013 and 2012</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Revenue Recognition</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Revenue Arrangements with Multiple Deliverables</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Certain of our revenue arrangements have multiple deliverables, which we account for </font><font style="font-family:Times New Roman;font-size:10pt;">in accordance with</font><font style="font-family:Times New Roman;font-size:10pt;"> ASC Topic 605</font><font style="font-family:Times New Roman;font-size:10pt;"> and Accounting Standards Update (&#8220;ASU&#8221;) 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">These revenue arrangements include product sales consisting of both software and hardware deliverables (such as peripherals or other ancillary collectors' items sold together with physical &#8220;boxed&#8221; software) and our sales of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes.&#160; </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Under ASC Topic 605</font><font style="font-family:Times New Roman;font-size:10pt;"> and ASU 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;">, when a revenue arrangement contains multiple elements, such as hardware and software products, licenses and/or services, we allocate revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific-objective-evidence (&#8220;VSOE&#8221;) if it is available, third-party evidence (&#8220;TPE&#8221;) if VSOE is not available, or best estimated selling price (&#8220;BESP&#8221;) if neither VSOE nor TPE is available. In multiple element arrangements where more-than-incidental software deliverables are included, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is then allocated to each software deliverable using the guidance for recognizing software revenue.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As noted above, when neither VSOE nor TPE is available for a deliverable, we use BESP. We do not have significant revenue arrangements that require BESP for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 2011</font><font style="font-family:Times New Roman;font-size:10pt;">.&#160; The inputs we use to determine the selling price of our significant deliverables include the actual price charged by the Company for a deliverable that the Company sells separately, which represents the VSOE, and the wholesale prices of the same or similar products, which represents TPE. </font><font style="font-family:Times New Roman;font-size:10pt;">T</font><font style="font-family:Times New Roman;font-size:10pt;">he adoption of </font><font style="font-family:Times New Roman;font-size:10pt;">ASU 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">on January 1, 2011 </font><font style="font-family:Times New Roman;font-size:10pt;">has not had a material impact on our financial statements.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">The pattern and timing of revenue recognition for deliverables and allocation of the arrangement consideration did not change upon the adoption of </font><font style="font-family:Times New Roman;font-size:10pt;">ASU 2009-13</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Product Sales</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We recognize revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from the sale of our products upon the transfer of title and risk of loss to our customers and once any performance obligations have been completed. Certain products are sold to customers with a &#8220;street date&#8221; (which is the earliest date these products may be sold by retailers). For these products, we recognize revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> on the later of the street date or the date the product is sold to the customer. Revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from product sales </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> recognized after deducting the estimated allowance for returns and price protection.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For our software products with online functionality, we evaluate whether </font><font style="font-family:Times New Roman;font-size:10pt;">that feature</font><font style="font-family:Times New Roman;font-size:10pt;"> or functionality </font><font style="font-family:Times New Roman;font-size:10pt;">is </font><font style="font-family:Times New Roman;font-size:10pt;">more than an inconsequential separate deliverable</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> in addition to the software product. This evaluation is performed for each software product and digital download of a title or product add-ons</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">(including digital downloadable content)</font><font style="font-family:Times New Roman;font-size:10pt;">, when it is released. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">When we determine that a software title contains online functionality that constitutes a more-than-inconsequential separate service deliverable in addition to the product, which</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">is principally because of </font><font style="font-family:Times New Roman;font-size:10pt;">the online functionality's</font><font style="font-family:Times New Roman;font-size:10pt;"> importance to gameplay, we consider our performance obligation for this title to extend beyond the sale of the game. VSOE of fair value does not exist for the online functionality of some products, as we do not separately charge for this component of every title. As a result, we recognize all of the software-related revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from the sale of any such title ratably over the estimated service period of </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">title. In addition, we initially defer the costs of sales for the title (excluding intangible asset amortization), and recognize the costs of sales as the related revenues are recognized. </font><font style="font-family:Times New Roman;font-size:10pt;">The c</font><font style="font-family:Times New Roman;font-size:10pt;">ost</font><font style="font-family:Times New Roman;font-size:10pt;">s of sales include</font><font style="font-family:Times New Roman;font-size:10pt;"> manufacturing costs, software royalties and amortization, and intellectual property licenses. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Determining whether the online functionality for a particular game constitutes </font><font style="font-family:Times New Roman;font-size:10pt;">a </font><font style="font-family:Times New Roman;font-size:10pt;">more-than-inconsequential deliverable, as well as the estimated service periods and product life over which to recognize the revenue and related costs of sales, is subjective and require</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> management's judgment.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We recognize revenues from </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed product</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">, expansion packs and value-added services, in each case with the related subscription service revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">, ratably over the estimated service period beginning upon activation of the software and delivery of the related services. Revenues attributed to the sale of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed software and related expansion packs are classified as &#8220;Product sales,&#8221; whereas revenues attributable to subscriptions and other value-added services are classified as &#8220;Subscription, licensing, and other revenues.&#8221;</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For games where the online functionality is a more-than-inconsequential deliverable</font><font style="font-family:Times New Roman;font-size:10pt;"> and games for which was have a hosted service arrangement</font><font style="font-family:Times New Roman;font-size:10pt;">, we determine the game's estimated service period with consideration of various data</font><font style="font-family:Times New Roman;font-size:10pt;"> points, including the weighted-</font><font style="font-family:Times New Roman;font-size:10pt;">average number of days between players' first and last days played online, the average total hours played and the average number of days in which player activity stabilizes. We also consider known online trends, and the service periods of our previously released games and disclosed service periods for our competitor's games that are similar in nature. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The estimated service periods for our current games range from five months to less than one year.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For our software products with features we consider to be incidental to t</font><font style="font-family:Times New Roman;font-size:10pt;">he overall product offering and </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">inconsequential deliverable</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">, such as products which provide limited online features at no additional cost to the consumer, we recognize the related revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> upon the transfer of title and risk of loss of the product to our customer.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">With respect to online transactions, such as online downloads of titles or product add-ons that do not include a more-than-inconsequential separate service deliverable, revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> recognized when the fee is paid by the online customer to purchase online content and the product is available for download or is activated for gameplay. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Sales incentives and other consideration given by us to our customers, such as r</font><font style="font-family:Times New Roman;font-size:10pt;">ebates and product </font><font style="font-family:Times New Roman;font-size:10pt;">placement fees, are considered adjustments of the selling price of our products and are reflected as reductions to revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer's national circular ad, are reflected as sales and marketing expenses when the benefit from the sales incentive is separable from sales to the same customer and we can reasonably estimate the fair value of the benefit.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Subscription Revenues</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Subscription revenues are mostly derived from </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">is a game that is playable through Blizzard's servers and is generally sold </font><font style="font-family:Times New Roman;font-size:10pt;">on</font><font style="font-family:Times New Roman;font-size:10pt;"> a subscription-only basis. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">after the first month of free usage that is included with the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> boxed software, the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> end user may enter into a subscription agreement for additional future access. Revenues associated with the sale</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of subscriptions via boxed software and prepaid subscription cards, as well as prepaid subscriptions sales, are deferred until the subscription service is activated by the consumer and are then recognized ratably over the subscription period. Value-added service revenues associated with subscriptions are recognized ratably over the estimated service periods. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Licensing Revenues</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Third-party licensees in Russia, China and Taiwan distribute and host Blizzard's </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> game in their respective countries under license agreements, for which they pay the Company a royalty. We recognize these royalties as revenues based on the end users' activation of the underlying prepaid time, if all other performance obligations have been completed, or based on usage by the end user, when we have continuing service obligations. We recognize any upfront licensing fee</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> received over the term of the contracts.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">With respect to license agreements that provide customers the right to make multiple copies in exchange for guaranteed amounts, revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> generally recognized upon delivery of a master copy. Per copy royalties on sales that exceed the guarantee are recognized as earned. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Other Revenues</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Other revenues primarily include licensing activity of intellectual property other than software to third</font><font style="font-family:Times New Roman;font-size:10pt;">-parties. Revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> recorded upon </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">receipt of licensee statements, or upon the receipt of cash, provided the license period has begun and all performance obligations have been completed.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Revenues are recorded net of tax</font><font style="font-family:Times New Roman;font-size:10pt;">es</font><font style="font-family:Times New Roman;font-size:10pt;"> as</font><font style="font-family:Times New Roman;font-size:10pt;">sessed by governmental authorities</font><font style="font-family:Times New Roman;font-size:10pt;"> that </font><font style="font-family:Times New Roman;font-size:10pt;">are</font><font style="font-family:Times New Roman;font-size:10pt;"> both imposed on and concurrent with the specific revenue-producing transaction between us and our customer, such as sales and value added tax</font><font style="font-family:Times New Roman;font-size:10pt;">es</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Allowances for Returns, Price Protection, Doubtful Accounts, and Inventory Obsolescence</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and the anticipated timing of other releases to assess future demand of current and upcoming titles. Initial volumes shipped upon title launch and subsequent reorders are evaluated with the goal of ensuring that quantities are sufficient to meet the demand from the retail markets, but at the same time are controlled to prevent excess inventory in the channel. We benchmark units to be shipped to our customers using historical and industry data.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We may permit product returns from, or grant price protection to, our customers under certain conditions. In general, price protection refers to the circumstances in which we elect to decrease, on a short</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;"> or longer</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">term basis, the wholesale price of a product by a certain amount and, when granted and applicable, allow customers a credit against amounts owed by such customers to us with respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sell-through reports to us. We may also consider other factors, including the facilitation of slow-moving inventory and other market factors. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price protection in any accounting period based on estimates of potential future product returns and price protection related to current period product revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">. We estimate the amount of future </font><font style="font-family:Times New Roman;font-size:10pt;">returns and price protection for current period product revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer. The following factors are used to estimate the amount of future returns and price protection for a particular title: historical performance of titles in similar genres; historical performance of the hardware platform; historical performance of the franchise; console hardware life cycle; sales force and retail customer feedback; industry pricing; future pricing assumptions; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse on-hand inventory levels; the title's recent sell-through history (if available); marketing trade programs; and performance of competing titles. The relative importance of these factors varies among titles depending upon, among other items, genre, platform, seasonality, and sales strategy. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Based upon historical experience, we believe that our estimates are reasonable. However, actual returns and price protection could vary materially from our allowance estimates due to a number of reasons including, among others, a lack of consumer acceptance of a title, the release in the same period of a similarly themed title by a competitor, or technological obsolescence due to the emergence of new hardware platforms. Material differences may result in the amount and timing of our revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> for any period if factors or market conditions change or if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection. For example, a 1% change in our December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> allowance for sales returns, price protection and other allowances would have impacted net revenues by approximately </font><font style="font-family:Times New Roman;font-size:10pt;">$</font><font style="font-family:Times New Roman;font-size:10pt;">4</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Similarly, management must make estimates as to the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer creditworthiness, current economic trends, and changes in our customers' payment terms and their economic condition, as well as whether we can obtain sufficient credit insurance. Any significant changes in any of these criteria would affect management's estimates in establishing our allowance for doubtful accounts.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We regularly review inventory quantities on-hand and in the retail channels. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write</font><font style="font-family:Times New Roman;font-size:10pt;">-downs are measured as the difference between the cost of the inventory and net realizable value, based upon assumptions about future demand, which are inherently difficult to assess and dependent on market conditions. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Shipping and Handling</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Shipping and handling costs, which consist primarily of packaging and transportation charges incurred to move finished goods to customers, are included in &#8220;Cost of sales&#8212;product costs.&#8221;</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Advertising Expenses</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We expense advertising as incurred, except for production costs associated with media advertising, which are deferred and charged to expense when the related advertisement is r</font><font style="font-family:Times New Roman;font-size:10pt;">un</font><font style="font-family:Times New Roman;font-size:10pt;"> for the first time. Advertising expenses for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;"> were $</font><font style="font-family:Times New Roman;font-size:10pt;">401</font><font style="font-family:Times New Roman;font-size:10pt;"> million, $3</font><font style="font-family:Times New Roman;font-size:10pt;">96</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, and $3</font><font style="font-family:Times New Roman;font-size:10pt;">43</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, respectively, and are included in &#8220;Sales and marketing expense&#8221; in the consolidated statements of operations.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Income Taxes</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC Topic 740, the provision for income taxes is computed using the asset and liability method, </font><font style="font-family:Times New Roman;font-size:10pt;">under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit </font><font style="font-family:Times New Roman;font-size:10pt;">carryforwards</font><font style="font-family:Times New Roman;font-size:10pt;">. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of &#8220;more likely than not&#8221; </font><font style="font-family:Times New Roman;font-size:10pt;">that they will be </font><font style="font-family:Times New Roman;font-size:10pt;">realized in the future, a valuation allowance is recorded. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in &#8220;Income tax expense.&#8221;</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Foreign Currency Translation</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date, and revenue and expenses are translated at average exchange rates during the period. The resulting translation adjustments are reflected as a component of &#8220;Accumulated other comprehensive income (loss)&#8221; in shareholders' equity.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Earnings (Loss) Per Common Share</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">&#8220;Basic earnings (loss) per common share&#8221; is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. &#8220;Diluted earnings per share&#8221; is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding, increased by the weighted average number of common stock equivalents. Common stock equivalents are calculated using the treasury stock method and represent incremental shares issuable upon exercise of our outstanding options. However, potential common shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">When we determine whether instruments granted in stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment transactions are participating securities, unvested stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based awards which include the right to receive non-forfeitable dividends or dividend equivalents are considered to participate with common stock in undistributed earnings. With participating securities, we are required to calculate basic and diluted earnings per common share amounts under the two-class method. The two-class method excludes from </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">earnin</font><font style="font-family:Times New Roman;font-size:10pt;">gs per common share calculation</font><font style="font-family:Times New Roman;font-size:10pt;"> any dividends paid or owed to participating securities and any undistributed earnings considered to be attributable to participating securities.</font></p> <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Stock</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Based Compensation</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We account for stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based compensation in accordance with ASC Topic 718-10, </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Compensation</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Stock Compensation</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and ASC Subtopic 505-50, </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Equity</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Based Payments to Non-Employees</font><font style="font-family:Times New Roman;font-size:10pt;">. Stock-based compensation expense is recognized during the requisite service period (that is, the period for which the employee is being compensated) and is based on the value of stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based compensation expense recognized in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated statement</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of operations for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;"> included both compensation expense for stock</font><font style="font-family:Times New Roman;font-size:10pt;">- based payment awards granted by Activision,&#160;Inc. prior to, but not yet vested as of July&#160;9, 2008, based on the </font><font style="font-family:Times New Roman;font-size:10pt;">revalued fair value estimated at July&#160;9, 2008, and compensation expense for the stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards granted by us subsequent to July&#160;9, 2008.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We estimate the value of stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards on the measurement date using a binomial</font><font style="font-family:Times New Roman;font-size:10pt;">-lattice model. Our determination of fair value of stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based payment awards on the date of grant using an option</font><font style="font-family:Times New Roman;font-size:10pt;">-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. </font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We generally determine the fair value of restricted stock rights (including restricted stock units, restricted stock awards and performance shares) based on the closing market price of the Company's common stock on the date of grant. Certain restricted stock rights granted to our employees and senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based restricted stock rights at the closing market price of the Company's common stock on the date of grant. Each quarter</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> we update our assessment of the probability that the specified performance criteria will be achieved. We amortize the fair values of performance-based restricted stock rights over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. We estimate the fair value of market-based restricted stock rights at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based restricted stock rights at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based restricted stock rights at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">See Note&#160;15 of the Notes to Consolidated Financial Statements.</font></p> 8000000 9000000 7000000 8000000 8000000 8000000 9000000 9000000 9000000 9000000 -9000000 1000000 4000000 1000000 1000000 1000000 1000000 2000000 1000000 11000000 8000000 11000000 11000000 11000000 11000000 11000000 11000000 11000000 1000000 3000000 1000000 1000000 1000000 1000000 2000000 3000000 -0.01 -0.01 P90D P1Y P7D P28D P35D P1Y 0 1 0 0.10 0.20 P6M P25Y P33Y P2Y P5Y P2Y P5Y P5M P1Y 4000000 401000000 396000000 343000000 0.24 1000000 0 0 0 0 <p style='margin-top:12pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">3. Cash and Cash Equivalents</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table summarizes the components of our cash and cash equivalents with original maturities of three months or less at the date of purchase (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 185px; text-align:left;border-color:#000000;min-width:185px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 160px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:160px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">At December 31,</font></td><td style="width: 125px; text-align:center;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 185px; text-align:left;border-color:#000000;min-width:185px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 125px; text-align:center;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Cash</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">377</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">425</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Time deposits</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">23</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign government treasury bills</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">30</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Money market funds</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4,000</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3,511</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Cash and cash equivalents</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4,410</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3,959</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 185px; text-align:left;border-color:#000000;min-width:185px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 160px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:160px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">At December 31,</font></td><td style="width: 125px; text-align:center;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 185px; text-align:left;border-color:#000000;min-width:185px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 125px; text-align:center;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Cash</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">377</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">425</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Time deposits</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">23</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign government treasury bills</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">30</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Money market funds</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4,000</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3,511</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td><td colspan="2" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Cash and cash equivalents</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4,410</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3,959</font></td><td style="width: 125px; text-align:left;border-color:#000000;min-width:125px;">&#160;</td></tr></table></div> 377000000 3000000 425000000 23000000 4000000000 3511000000 30000000 0 <p style='margin-top:12pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">4. Investments</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table summarizes our short-term and long-term investments at December&#160;31, 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> and 2012</font><font style="font-family:Times New Roman;font-size:10pt;"> (amounts in&#160;millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Amortized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Fair</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">cost</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">gains</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Value</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Short-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">U.S. treasuries and government agency</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">securities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Restricted cash</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Total short-term investments</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">33</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Long-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Auction rate securities held through Morgan</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Stanley Smith Barney LLC</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Amortized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Fair</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">cost</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">gains</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Value</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Short-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">U.S. treasuries and government agency</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">securities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">387</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">387</font></td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:center;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Corporate bonds</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Restricted cash</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">18</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Total short-term investments</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">416</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Long-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Auction rate securities held through Morgan</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Stanley Smith Barney LLC</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table summarizes the contractually stated maturities of our short</font><font style="font-family:Times New Roman;font-size:10pt;">-term and long-term investments classified as available-for-sale at December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> (amounts in&#160;millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Amortized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Fair</font></td><td style="width: 75px; text-align:center;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">At December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">cost</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Value</font></td><td style="width: 75px; text-align:center;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">U.S. treasuries and government agency securities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> due in 1 year or less</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Auction rate securities due after ten years</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">29</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">30</font></td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Amortized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Fair</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">cost</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">gains</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Value</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Short-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">U.S. treasuries and government agency</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">securities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Restricted cash</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Total short-term investments</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">33</font></td></tr><tr style="height: 16px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Long-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Auction rate securities held through Morgan</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Stanley Smith Barney LLC</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td></tr><tr style="height: 16px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Amortized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Gross unrealized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Fair</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">cost</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">gains</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Value</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Short-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">U.S. treasuries and government agency</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">securities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">387</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">387</font></td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:center;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Corporate bonds</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Restricted cash</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">18</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Total short-term investments</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">416</font></td></tr><tr style="height: 14px"><td colspan="4" style="width: 245px; text-align:left;border-color:#000000;min-width:245px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Long-term investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Available-for-sale investments:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 225px; text-align:left;border-color:#000000;min-width:225px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Auction rate securities held through Morgan</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Stanley Smith Barney LLC</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td></tr></table></div> 21000000 8000000 0 0 21000000 12000000 9000000 387000000 11000000 8000000 0 0 0 387000000 11000000 18000000 8000000 1000000 0 0 0 0 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Amortized</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Fair</font></td><td style="width: 75px; text-align:center;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">At December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">cost</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Value</font></td><td style="width: 75px; text-align:center;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">U.S. treasuries and government agency securities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> due in 1 year or less</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Auction rate securities due after ten years</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 305px; text-align:left;border-color:#000000;min-width:305px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">29</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">30</font></td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr></table></div> 21000000 8000000 29000000 21000000 9000000 30000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">5</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Inventories</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">, </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">N</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">et</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">Our inventories</font><font style="font-family:Times New Roman;font-size:10pt;">, net</font><font style="font-family:Times New Roman;font-size:10pt;"> consist of the following (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 18px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="5" style="width: 283px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:283px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At&#160;December 31,</font></td><td style="width: 57px; text-align:left;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 132px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:132px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 19px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 132px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:132px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 57px; text-align:center;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Finished goods </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">149</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">171</font></td><td style="width: 57px; text-align:right;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Purchased parts and components </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">22</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">38</font></td><td style="width: 57px; text-align:left;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 5px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:120px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:120px;">&#160;</td><td style="width: 57px; text-align:left;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Inventories, net </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">171</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">209</font></td><td style="width: 57px; text-align:right;border-color:#000000;min-width:57px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">Inventory reserves were $42 million and $22 million at December 31, 2013 and 2012, respectively.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 18px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="5" style="width: 283px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:283px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At&#160;December 31,</font></td><td style="width: 57px; text-align:left;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 132px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:132px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 19px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 132px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:132px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 57px; text-align:center;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Finished goods </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">149</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">171</font></td><td style="width: 57px; text-align:right;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Purchased parts and components </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">22</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">38</font></td><td style="width: 57px; text-align:left;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 5px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:120px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 120px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:120px;">&#160;</td><td style="width: 57px; text-align:left;border-color:#000000;min-width:57px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td><td style="width: 262px; text-align:left;border-color:#000000;min-width:262px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Inventories, net </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">171</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 120px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:120px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">209</font></td><td style="width: 57px; text-align:right;border-color:#000000;min-width:57px;">&#160;</td></tr></table></div> 149000000 22000000 171000000 38000000 42000000 22000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">6</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Software </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">D</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">evelopment and </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">I</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ntellectual </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">P</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">roperty </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">L</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">icenses</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table summarizes the components of our </font><font style="font-family:Times New Roman;font-size:10pt;">capitalized</font><font style="font-family:Times New Roman;font-size:10pt;"> software development </font><font style="font-family:Times New Roman;font-size:10pt;">costs </font><font style="font-family:Times New Roman;font-size:10pt;">and intellectual property licenses</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">(amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At</font></td><td style="width: 58px; text-align:center;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 58px; text-align:center;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 97px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 19px; text-align:center;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 97px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 58px; text-align:center;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Internally developed software costs </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">189</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">159</font></td><td style="width: 58px; text-align:right;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Payments made to third-party software developers </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">199</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">134</font></td><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total software development costs </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">388</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">293</font></td><td style="width: 58px; text-align:right;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:85px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:85px;">&#160;</td><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Intellectual property licenses </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">11</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">41</font></td><td style="width: 58px; text-align:right;border-color:#000000;min-width:58px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Amortization, write-offs and impairments </font><font style="font-family:Times New Roman;font-size:10pt;">of capitalized software development costs and intellectual property licenses </font><font style="font-family:Times New Roman;font-size:10pt;">are comprised of the following (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 291px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:291px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td colspan="2" style="width: 272px; text-align:left;border-color:#000000;min-width:272px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Amortization of capitalized software development</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:77px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">costs and intellectual property licenses </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">195</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">205</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">258</font></td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td colspan="2" style="width: 272px; text-align:left;border-color:#000000;min-width:272px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Write-offs and impairments </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">29</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">12</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">60</font></td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At</font></td><td style="width: 58px; text-align:center;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 97px; text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 58px; text-align:center;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 97px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 19px; text-align:center;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 97px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:97px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 58px; text-align:center;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Internally developed software costs </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">189</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">159</font></td><td style="width: 58px; text-align:right;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Payments made to third-party software developers </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">199</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">134</font></td><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total software development costs </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">388</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">293</font></td><td style="width: 58px; text-align:right;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:85px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 85px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:85px;">&#160;</td><td style="width: 58px; text-align:left;border-color:#000000;min-width:58px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 337px; text-align:left;border-color:#000000;min-width:337px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Intellectual property licenses </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">11</font></td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">41</font></td><td style="width: 58px; text-align:right;border-color:#000000;min-width:58px;">&#160;</td></tr></table></div> 189000000 199000000 388000000 11000000 159000000 134000000 293000000 41000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 291px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:291px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td colspan="2" style="width: 272px; text-align:left;border-color:#000000;min-width:272px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Amortization of capitalized software development</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:77px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">costs and intellectual property licenses </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">195</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">205</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">258</font></td></tr><tr style="height: 17px"><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td colspan="2" style="width: 272px; text-align:left;border-color:#000000;min-width:272px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Write-offs and impairments </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">29</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">12</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">60</font></td></tr></table></div> 195000000 205000000 12000000 29000000 258000000 60000000 <p style='margin-top:12pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">7. Property a</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">nd Equipment, Net</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Property and equipment, net was comprised of the following (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 171px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:171px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">At December 31,</font></td></tr><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 81px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:81px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Land</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Buildings</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Leasehold improvements</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">96</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">80</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Computer equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">424</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">362</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Office furniture and other equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">60</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">65</font></td></tr><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Total cost of property and equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">586</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">513</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Less accumulated depreciation</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(448)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(372)</font></td></tr><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Property and equipment, net</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">138</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">141</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Depreciation expense for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;"> was $</font><font style="font-family:Times New Roman;font-size:10pt;">84</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, $</font><font style="font-family:Times New Roman;font-size:10pt;">90</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, and $</font><font style="font-family:Times New Roman;font-size:10pt;">75</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, respectively.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Rental expense</font><font style="font-family:Times New Roman;font-size:10pt;"> was</font><font style="font-family:Times New Roman;font-size:10pt;"> $</font><font style="font-family:Times New Roman;font-size:10pt;">35</font><font style="font-family:Times New Roman;font-size:10pt;"> million, $3</font><font style="font-family:Times New Roman;font-size:10pt;">7</font><font style="font-family:Times New Roman;font-size:10pt;"> million and $3</font><font style="font-family:Times New Roman;font-size:10pt;">8</font><font style="font-family:Times New Roman;font-size:10pt;"> million for the years ended December 31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, respectively.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 171px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:171px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">At December 31,</font></td></tr><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 81px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:81px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Land</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Buildings</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Leasehold improvements</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">96</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">80</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Computer equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">424</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">362</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Office furniture and other equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">60</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">65</font></td></tr><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Total cost of property and equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">586</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">513</font></td></tr><tr style="height: 14px"><td colspan="2" style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Less accumulated depreciation</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(448)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(372)</font></td></tr><tr style="height: 14px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 230px; text-align:left;border-color:#000000;min-width:230px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Property and equipment, net</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">138</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">141</font></td></tr></table></div> 1000000 5000000 96000000 424000000 60000000 1000000 5000000 80000000 362000000 65000000 586000000 513000000 448000000 372000000 84000000 90000000 75000000 35000000 37000000 38000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">8</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Intangible </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">A</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ssets, </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">N</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">et</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">Intangible assets, net consist of the following (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:center;border-color:#000000;min-width:240px;">&#160;</td><td colspan="10" style="width: 356px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:356px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At&#160;December 31, 2013</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Estimated</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Gross</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;">&#160;</td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">useful</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">carrying</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Net carrying</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">lives</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amortization</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Acquired definite-lived intangible assets:</font></td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">License agreements and other </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">3 - 10 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">98</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(90)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Internally-developed franchises </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">11 - 12 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(274)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">35</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total definite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">407</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(364)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">43</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Acquired indefinite-lived intangible assets:</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Activision trademark </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">386</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Acquired trade names </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">47</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total indefinite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">433</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:left;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:left;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:left;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:center;border-color:#000000;min-width:240px;">&#160;</td><td colspan="10" style="width: 356px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:356px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At&#160;December 31, 2012</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Estimated</font></td><td rowspan="3" style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Gross</font></td><td rowspan="3" style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">useful</font></td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">carrying</font></td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Net carrying</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">lives</font></td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amortization</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Acquired definite-lived intangible assets:</font></td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">License agreements and other </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">3 - 10 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">98</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(88)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">10</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Internally-developed franchises </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">11 - 12 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(251)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">58</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total definite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">407</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(339)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">68</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Acquired indefinite-lived intangible assets:</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Activision trademark </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">386</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Acquired trade names </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">47</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total indefinite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">433</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Amortization expense of intangible </font><font style="font-family:Times New Roman;font-size:10pt;">assets </font><font style="font-family:Times New Roman;font-size:10pt;">was </font><font style="font-family:Times New Roman;font-size:10pt;">$</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">4</font><font style="font-family:Times New Roman;font-size:10pt;"> million, $30 million, and $72 million for the years ended December 31, 2013, 2012, and 2011, respectively.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">At </font><font style="font-family:Times New Roman;font-size:10pt;">December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013</font><font style="font-family:Times New Roman;font-size:10pt;">, future amortization of definite-lived intangible assets is estimated as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2014</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 15</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2015</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 12</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2016</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 7</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2017</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2018</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 3</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Thereafter</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 2</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 43</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We did not record any impairment charges against our intangible assets for the years </font><font style="font-family:Times New Roman;font-size:10pt;">ended December 31, 2013, 2012 and</font><font style="font-family:Times New Roman;font-size:10pt;"> 2011.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:center;border-color:#000000;min-width:240px;">&#160;</td><td colspan="10" style="width: 356px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:356px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At&#160;December 31, 2013</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Estimated</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Gross</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;">&#160;</td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">useful</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">carrying</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Net carrying</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">lives</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amortization</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Acquired definite-lived intangible assets:</font></td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">License agreements and other </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">3 - 10 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">98</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(90)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Internally-developed franchises </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">11 - 12 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(274)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">35</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total definite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">407</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(364)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">43</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Acquired indefinite-lived intangible assets:</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Activision trademark </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">386</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Acquired trade names </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">47</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total indefinite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">433</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:left;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:left;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:left;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:center;border-color:#000000;min-width:240px;">&#160;</td><td colspan="10" style="width: 356px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:356px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">At&#160;December 31, 2012</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Estimated</font></td><td rowspan="3" style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Gross</font></td><td rowspan="3" style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">useful</font></td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">carrying</font></td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Net carrying</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">lives</font></td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amortization</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">amount</font></td><td style="width: 22px; text-align:center;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Acquired definite-lived intangible assets:</font></td><td style="width: 86px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">License agreements and other </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">3 - 10 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">98</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(88)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">10</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Internally-developed franchises </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">11 - 12 years</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(251)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">58</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total definite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">407</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(339)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">68</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Acquired indefinite-lived intangible assets:</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Activision trademark </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">386</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Acquired trade names </font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Indefinite</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">47</font></td><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 22px; text-align:left;border-color:#000000;min-width:22px;">&#160;</td><td colspan="2" style="width: 259px; text-align:left;border-color:#000000;min-width:259px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total indefinite-lived intangible assets</font></td><td style="width: 86px; text-align:center;border-color:#000000;min-width:86px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">433</font></td><td style="width: 22px; text-align:right;border-color:#000000;min-width:22px;">&#160;</td></tr></table></div> 24000000 30000000 407000000 364000000 407000000 339000000 72000000 98000000 309000000 90000000 274000000 8000000 35000000 386000000 47000000 386000000 47000000 98000000 309000000 88000000 251000000 10000000 58000000 P3Y P10Y P11Y P12Y P3Y P10Y P11Y P12Y 15000000 12000000 7000000 4000000 3000000 2000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2014</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 15</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2015</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 12</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2016</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 7</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2017</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2018</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 3</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Thereafter</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 2</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td><td style="width: 460px; text-align:left;border-color:#000000;min-width:460px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 43</font></td><td style="width: 49px; text-align:left;border-color:#000000;min-width:49px;">&#160;</td></tr></table></div> 0 0 0 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">9</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Goodwill</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The changes in the carrying amount of goodwill by operating segment for the </font><font style="font-family:Times New Roman;font-size:10pt;">years ended</font><font style="font-family:Times New Roman;font-size:10pt;"> December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> and 2012</font><font style="font-family:Times New Roman;font-size:10pt;"> are as </font><font style="font-family:Times New Roman;font-size:10pt;">follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:center;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 91px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:91px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Activision</font></td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td colspan="2" style="width: 90px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Blizzard</font></td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td colspan="2" style="width: 100px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td><td style="width: 20px; text-align:center;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:79px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:79px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:79px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="3" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December&#160;31, 2011</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,933</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Tax benefit credited to goodwill </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(5)</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(5)</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="3" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December&#160;31, 2012</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,928</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:21px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,106</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Tax benefit credited to goodwill </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(13)</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(13)</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign exchange </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(1)</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(1)</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="3" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,914</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:21px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,092</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">The tax benefit credited to goodwill represents the tax deduction resulting from the exercise of stock options that were outstanding and vested at the consummation of the Business Combination and in</font><font style="font-family:Times New Roman;font-size:10pt;">cluded in the purchase price of the Company, </font><font style="font-family:Times New Roman;font-size:10pt;">to the extent that the tax deduction did not exceed the fair value of those options. Conversely, to the extent that the tax deduction did exceed the fair value of those options, the tax benefit is credited to additional paid-in capital</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">During our 2011 annual impairment testing, the Company identified and recorded a $12 million impairment of goodwill</font><font style="font-family:Times New Roman;font-size:10pt;">, which was equal to the carrying amount of goodwill, related to the Distribution reporting unit. The impairment charge was recorded</font><font style="font-family:Times New Roman;font-size:10pt;"> to &#8220;General and administrative&#8221; </font><font style="font-family:Times New Roman;font-size:10pt;">expense </font><font style="font-family:Times New Roman;font-size:10pt;">in the statement of operations. The impairment was due to declines in our expected future performance of the distribution business, which was a reflection of a continuing shift in the distribution of interactive entertainment software from retail distribution channels towards digital distribution and online gaming.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">At December 31, 2013 and 2012, the gross goodwill and accumulated impairment losses by reporting unit are as follows:</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 72px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Activision</font></td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 71px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:71px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Blizzard</font></td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 72px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td><td style="width: 20px; text-align:center;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Goodwill</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,928</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,106</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Accumulated impairment losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,928</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,106</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Goodwill</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,914</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,092</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Accumulated impairment losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,914</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,092</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr></table></div> 6928000000 178000000 13000000 0 13000000 6914000000 178000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:center;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 91px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:91px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Activision</font></td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td colspan="2" style="width: 90px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Blizzard</font></td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td colspan="2" style="width: 100px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td><td style="width: 20px; text-align:center;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:79px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:79px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:79px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="3" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December&#160;31, 2011</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,933</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Tax benefit credited to goodwill </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(5)</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(5)</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="3" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December&#160;31, 2012</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,928</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:21px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,106</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Tax benefit credited to goodwill </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(13)</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(13)</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign exchange </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(1)</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 79px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(1)</font></td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="3" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,914</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 21px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:21px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 79px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:79px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,092</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr></table></div> 6933000000 178000000 7111000000 5000000 0 5000000 -1000000 0 -1000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:center;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:center;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 72px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Activision</font></td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 71px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:71px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Blizzard</font></td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 72px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td><td style="width: 20px; text-align:center;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Goodwill</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,928</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,106</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Accumulated impairment losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,928</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,106</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Goodwill</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,914</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,092</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Accumulated impairment losses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:11px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 210px; text-align:left;border-color:#000000;min-width:210px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">6,914</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 11px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:11px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">178</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,092</font></td><td style="width: 20px; text-align:right;border-color:#000000;min-width:20px;">&#160;</td></tr></table></div> 6914000000 178000000 7092000000 0 0 0 6928000000 178000000 7106000000 0 0 0 12000000 <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">10. Current Accrued Expenses and Other Liabilities, and Other Current Assets</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">Included in &#8220;Accrued expenses and other liabilities&#8221; of our consolidated balance sheets are accrued payroll related costs of $</font><font style="font-family:Times New Roman;font-size:10pt;">254</font><font style="font-family:Times New Roman;font-size:10pt;"> million and $280 million at December 31, 2013 and 2012, respectively.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Included in &#8220;Other current assets&#8221; of our consolidated balance sheets are deferred cost of sales &#8211; product costs of $</font><font style="font-family:Times New Roman;font-size:10pt;">24</font><font style="font-family:Times New Roman;font-size:10pt;">0</font><font style="font-family:Times New Roman;font-size:10pt;"> million and $</font><font style="font-family:Times New Roman;font-size:10pt;">245 million at December 31, 2013 and 2012, respectively.</font></p> 254000000 280000000 245000000 240000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">11</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Fair </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">V</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">alue </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">M</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">easurements</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">Fair Value Measurements on a Recurring Basis</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">FASB literature regarding fair value measurements for financial and non-financial assets and liabilities establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of &#8220;observable inputs&#8221; and minimize the use of &#8220;unobservable inputs.&#8221; The three levels of inputs used to measure fair value are as follows:</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'></p><ul><li style="margin-left:56px;list-style:disc;"><font style="font-family:Times New Roman;font-size:10pt;">Level&#160;1&#8212;Quoted prices in active markets for identical assets or liabilities</font><font style="font-family:Times New Roman;font-size:10pt;">;</font></li></ul><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'></p><ul><li style="margin-left:56px;list-style:disc;"><font style="font-family:Times New Roman;font-size:10pt;">Level&#160;2&#8212;Observable inputs other than quoted prices included in Level&#160;1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data</font><font style="font-family:Times New Roman;font-size:10pt;">; and</font></li></ul><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'></p><ul><li style="margin-left:56px;list-style:disc;"><font style="font-family:Times New Roman;font-size:10pt;">Level&#160;3&#8212;Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities</font><font style="font-family:Times New Roman;font-size:10pt;">, including </font><font style="font-family:Times New Roman;font-size:10pt;">certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.</font></li></ul><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The table below segre</font><font style="font-family:Times New Roman;font-size:10pt;">gates all </font><font style="font-family:Times New Roman;font-size:10pt;">financial </font><font style="font-family:Times New Roman;font-size:10pt;">assets</font><font style="font-family:Times New Roman;font-size:10pt;"> that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td rowspan="2" style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Fair&#160;Value&#160;Measurements&#160;at</font></td><td rowspan="2" style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td rowspan="2" style="width: 123px; text-align:center;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December 31, 2013 Using</font></td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Quoted</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Prices&#160;in</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Active</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Markets&#160;for</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Other</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">As of</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Identical</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Observable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Unobservable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Assets</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Balance&#160;Sheet</font></td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;1)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;2)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;3)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Classification</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Recurring fair value measurements:</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Money market funds </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,000</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,000</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Cash and cash equivalents</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign government treasury bills</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 30</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 30</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Cash and cash equivalents</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">U.S.&#160;treasuries and government agency securities</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 21</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 21</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Short-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Auction rate securities ("ARS") </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 9</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 9</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Long-term investments</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Total recurring fair value measurements </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">4,060</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">4,051</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">9</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Fair&#160;Value&#160;Measurements&#160;at</font></td><td rowspan="2" style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December&#160;31, 2012&#160;Using</font></td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Quoted</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Prices&#160;in</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Active</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Markets&#160;for</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Other</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">As of</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Identical</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Observable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Unobservable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December&#160;31,</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Assets</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Balance&#160;Sheet</font></td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;1)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;2)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;3)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Classification</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Recurring fair value measurements:</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Money market funds </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,511</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,511</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Cash and cash equivalents</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">U.S.&#160;treasuries and government agency securities</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">387</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">387</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Short-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Corporate bonds</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">11</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">11</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Short-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">ARS</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Long-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Total recurring fair value measurements </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,917</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,909</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table</font><font style="font-family:Times New Roman;font-size:10pt;">s provide</font><font style="font-family:Times New Roman;font-size:10pt;"> a reconciliation of the beginning and ending balances of our financial assets classified as Level&#160;3 by major categories (amounts in millions) at December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> and 2012</font><font style="font-family:Times New Roman;font-size:10pt;">, respectively</font><font style="font-family:Times New Roman;font-size:10pt;">:</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:left;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="11" style="width: 212px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:212px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Level&#160;3</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td rowspan="5" style="width: 9px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="2" style="width: 102px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td colspan="2" style="width: 102px; text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">financial</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td colspan="2" style="width: 102px; text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">assets&#160;at</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="2" style="width: 101px; text-align:center;border-color:#000000;min-width:101px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">ARS</font></td><td colspan="2" style="width: 102px; text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">fair</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="2" style="width: 101px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:101px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(a)</font></td><td colspan="2" style="width: 102px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">value</font></td></tr><tr style="height: 15px"><td colspan="3" style="width: 275px; text-align:left;border-color:#000000;min-width:275px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2011</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">16</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:13px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">16</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 263px; text-align:left;border-color:#000000;min-width:263px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total unrealized gains included in other</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:center;border-color:#000000;min-width:89px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:center;border-color:#000000;min-width:89px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:left;border-color:#000000;min-width:251px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">comprehensive income</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 263px; text-align:left;border-color:#000000;min-width:263px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Settlements</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(10)</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(10)</font></td></tr><tr style="height: 18px"><td colspan="3" style="width: 275px; text-align:left;border-color:#000000;min-width:275px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:13px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td></tr><tr style="height: 18px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 263px; text-align:left;border-color:#000000;min-width:263px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total unrealized gains included in other</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:left;border-color:#000000;min-width:251px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">comprehensive income</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td></tr><tr style="height: 18px"><td colspan="3" style="width: 275px; text-align:left;border-color:#000000;min-width:275px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">9</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:13px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">9</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">(a)</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">Fair value measurements have been estimated using an income-approach model</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">When estimating the fair value, we consider both observable market data and non-observable factors, including credit quality, duration, insurance wraps, collateral composition, maximum rate formulas,</font><font style="font-family:Times New Roman;font-size:10pt;"> comparable trading instruments</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and the likelihood of redemption. Significant assumptions used in the analysis include estimates for interest rates, spreads, cash flow timing and amounts, and holding periods of the securities. </font><font style="font-family:Times New Roman;font-size:10pt;">At </font><font style="font-family:Times New Roman;font-size:10pt;">December</font><font style="font-family:Times New Roman;font-size:10pt;"> 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, a</font><font style="font-family:Times New Roman;font-size:10pt;">ssets measured at fair value </font><font style="font-family:Times New Roman;font-size:10pt;">using significant unobservable inputs (Level&#160;3)</font><font style="font-family:Times New Roman;font-size:10pt;">, all of which were ARS,</font><font style="font-family:Times New Roman;font-size:10pt;"> represent</font><font style="font-family:Times New Roman;font-size:10pt;"> less than</font><font style="font-family:Times New Roman;font-size:10pt;"> 1% of our financial assets measured at fair value on a recurring basis.</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Foreign Currency Forward Contracts Not Designated as Hedges</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We transact business in various currencies other than the U.S. dollar and have significant international sales and expenses denominated in currencies other than the U.S. dollar, subjecting us to currency exchange rate risks. To mitigate our risk from foreign currency fluctuations we periodically enter into currency d</font><font style="font-family:Times New Roman;font-size:10pt;">erivative contracts, </font><font style="font-family:Times New Roman;font-size:10pt;">principally </font><font style="font-family:Times New Roman;font-size:10pt;">forward contracts with maturities of </font><font style="font-family:Times New Roman;font-size:10pt;">generally less than one year</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">All foreign currency contracts are backed, in amount and by maturity, by an identified economic underlying item. </font><font style="font-family:Times New Roman;font-size:10pt;">In recent years, Vivendi has been our principal counterparty for our currency derivative contracts, but </font><font style="font-family:Times New Roman;font-size:10pt;">in connection with</font><font style="font-family:Times New Roman;font-size:10pt;"> the Purchase Transaction</font><font style="font-family:Times New Roman;font-size:10pt;"> described in </font><font style="font-family:Times New Roman;font-size:10pt;">Note 1 of</font><font style="font-family:Times New Roman;font-size:10pt;"> the Notes to Consolidated Financial Statements</font><font style="font-family:Times New Roman;font-size:10pt;">, we </font><font style="font-family:Times New Roman;font-size:10pt;">terminated</font><font style="font-family:Times New Roman;font-size:10pt;"> our cash management service</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> agreement with Vivendi </font><font style="font-family:Times New Roman;font-size:10pt;">as of </font><font style="font-family:Times New Roman;font-size:10pt;">October 31, 2013.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">Further, w</font><font style="font-family:Times New Roman;font-size:10pt;">e have not had any outstanding currency derivative contracts with Vivendi as </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">counterparty since July 3, 2013. </font><font style="font-family:Times New Roman;font-size:10pt;">Since the consummation of the Purchase Transaction, our counterparties</font><font style="font-family:Times New Roman;font-size:10pt;"> for our currency derivative contracts </font><font style="font-family:Times New Roman;font-size:10pt;">have been </font><font style="font-family:Times New Roman;font-size:10pt;">large and reputable commercial or investment bank</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">The gross notional amount of outstanding foreign currency contracts was $34 million and $355 million at December&#160;31, 2013 and 2012, respectively.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">The fair value of foreign currency contracts is estimated based on the prevailing exchang</font><font style="font-family:Times New Roman;font-size:10pt;">e rates of the various hedged currencies as of the end of the </font><font style="font-family:Times New Roman;font-size:10pt;">relevant </font><font style="font-family:Times New Roman;font-size:10pt;">period and was not material as of December 31, </font><font style="font-family:Times New Roman;font-size:10pt;">2013 or </font><font style="font-family:Times New Roman;font-size:10pt;">2012.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We do not hold or purchase any foreign currency contracts for trading or speculative purposes and we do not designate these contracts as hedging instruments. Accordingly, we report the fair value of these contracts within &#8220;Other current assets&#8221; or &#8220;Other curren</font><font style="font-family:Times New Roman;font-size:10pt;">t liabilities&#8221; in our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> and the changes in fair value within &#8220;General and administrative expense&#8221; and &#8220;Interest and other investment inco</font><font style="font-family:Times New Roman;font-size:10pt;">me (expense), net&#8221; in our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated statement</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of operations</font><font style="font-family:Times New Roman;font-size:10pt;">, depending on the nature of the contracts</font><font style="font-family:Times New Roman;font-size:10pt;">. For the year ended December 31, 2013, pre-tax net gains w</font><font style="font-family:Times New Roman;font-size:10pt;">ere</font><font style="font-family:Times New Roman;font-size:10pt;"> not material. For the year</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> ended December 31, 2012</font><font style="font-family:Times New Roman;font-size:10pt;"> and 2011</font><font style="font-family:Times New Roman;font-size:10pt;">, we recognized a pre-tax net gain of $</font><font style="font-family:Times New Roman;font-size:10pt;">7</font><font style="font-family:Times New Roman;font-size:10pt;"> million</font><font style="font-family:Times New Roman;font-size:10pt;"> and a pre-tax net loss of $8 million, respectively</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:18px;">Fair Value Measurements on a Non-Recurring Basis</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We measure the fair value of certain assets on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. </font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For the</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">years</font><font style="font-family:Times New Roman;font-size:10pt;"> ended December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> and 2012</font><font style="font-family:Times New Roman;font-size:10pt;">, there were no impairment charges related to assets that are me</font><font style="font-family:Times New Roman;font-size:10pt;">asured on a non-recurring </font><font style="font-family:Times New Roman;font-size:10pt;">basis. For the year ended December 31, 2011, we identified and recorded an impairment of $12 million related to the Distribution reporting unit. The decrease in fair value of the reporting unit was primarily due to </font><font style="font-family:Times New Roman;font-size:10pt;">the decrease of forecasted revenue from our Distribution segment in view of the industry's trend towards digital distribution</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The tables below present intangible assets that were measured at fair value on a non-recurring basis at December 31, 2011 (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 288px; text-align:center;border-color:#000000;min-width:288px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Fair&#160;Value&#160;Measurements&#160;at</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 21px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 288px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:288px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31, 2011&#160;Using</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Quoted</font></td><td rowspan="7" style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Prices in</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Active</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Markets for</font></td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Identical</font></td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Other</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">As&#160;of</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Financial</font></td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Observable</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Unobservable</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 21px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Instruments</font></td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;1)</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;2)</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;3)</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 84px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:84px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total&#160;Losses</font></td></tr><tr style="height: 20px"><td colspan="2" style="width: 186px; text-align:left;border-color:#000000;min-width:186px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Non-financial assets:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td colspan="2" style="width: 186px; text-align:left;border-color:#000000;min-width:186px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Goodwill </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 72px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:72px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">12</font></td></tr><tr style="height: 20px"><td colspan="2" style="width: 186px; text-align:left;border-color:#000000;min-width:186px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total non-financial assets at fair</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">value</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 72px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:72px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">12</font></td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td rowspan="2" style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Fair&#160;Value&#160;Measurements&#160;at</font></td><td rowspan="2" style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td rowspan="2" style="width: 123px; text-align:center;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December 31, 2013 Using</font></td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Quoted</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Prices&#160;in</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:center;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Active</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Markets&#160;for</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Other</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">As of</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Identical</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Observable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Unobservable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Assets</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Balance&#160;Sheet</font></td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;1)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;2)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;3)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Classification</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Recurring fair value measurements:</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Money market funds </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,000</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,000</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Cash and cash equivalents</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign government treasury bills</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 30</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 30</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Cash and cash equivalents</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">U.S.&#160;treasuries and government agency securities</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 21</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 21</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Short-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Auction rate securities ("ARS") </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 9</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;"> 9</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Long-term investments</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Total recurring fair value measurements </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">4,060</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">4,051</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">9</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Fair&#160;Value&#160;Measurements&#160;at</font></td><td rowspan="2" style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="8" style="width: 244px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:244px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December&#160;31, 2012&#160;Using</font></td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Quoted</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Prices&#160;in</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Active</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:left;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Markets&#160;for</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Other</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">As of</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Identical</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Observable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Unobservable</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">December&#160;31,</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Assets</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Balance&#160;Sheet</font></td></tr><tr style="height: 14px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 225px; text-align:left;border-color:#000000;min-width:225px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;1)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;2)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td colspan="2" style="width: 78px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:78px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;3)</font></td><td style="width: 5px; text-align:center;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:123px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 7pt;COLOR: #000000;TEXT-ALIGN: center;">Classification</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Recurring fair value measurements:</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:66px;">&#160;</td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:123px;">&#160;</td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Money market funds </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,511</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,511</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Cash and cash equivalents</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">U.S.&#160;treasuries and government agency securities</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">387</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">387</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Short-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Corporate bonds</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">11</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">11</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Short-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">ARS</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 66px; text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">Long-term investments</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 240px; text-align:left;border-color:#000000;min-width:240px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Total recurring fair value measurements </font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,917</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">3,909</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 5px; text-align:right;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;">$</font></td><td style="width: 66px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:66px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: right;">8</font></td><td style="width: 5px; text-align:left;border-color:#000000;min-width:5px;">&#160;</td><td style="width: 123px; text-align:left;border-color:#000000;min-width:123px;">&#160;</td></tr></table></div> 4000000000 21000000 9000000 4060000000 4000000000 21000000 4051000000 9000000 9000000 0 0 0 0 0 0 0 30000000 30000000 0 0 3511000000 387000000 11000000 8000000 3917000000 3511000000 387000000 11000000 3909000000 8000000 8000000 0 0 0 0 0 0 0 0 0 8000000 9000000 8000000 9000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:left;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="11" style="width: 212px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:212px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Level&#160;3</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td rowspan="5" style="width: 9px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="2" style="width: 102px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td colspan="2" style="width: 102px; text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">financial</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td colspan="2" style="width: 102px; text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">assets&#160;at</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="2" style="width: 101px; text-align:center;border-color:#000000;min-width:101px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">ARS</font></td><td colspan="2" style="width: 102px; text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">fair</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:center;border-color:#000000;min-width:251px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td colspan="2" style="width: 101px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:101px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(a)</font></td><td colspan="2" style="width: 102px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:102px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">value</font></td></tr><tr style="height: 15px"><td colspan="3" style="width: 275px; text-align:left;border-color:#000000;min-width:275px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2011</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">16</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:13px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">16</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 263px; text-align:left;border-color:#000000;min-width:263px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total unrealized gains included in other</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:center;border-color:#000000;min-width:89px;">&#160;</td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:center;border-color:#000000;min-width:89px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:left;border-color:#000000;min-width:251px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">comprehensive income</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td></tr><tr style="height: 15px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 263px; text-align:left;border-color:#000000;min-width:263px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Settlements</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(10)</font></td><td style="width: 9px; text-align:center;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(10)</font></td></tr><tr style="height: 18px"><td colspan="3" style="width: 275px; text-align:left;border-color:#000000;min-width:275px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:13px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td></tr><tr style="height: 18px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 263px; text-align:left;border-color:#000000;min-width:263px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total unrealized gains included in other</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:left;border-color:#000000;min-width:89px;">&#160;</td></tr><tr style="height: 18px"><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 251px; text-align:left;border-color:#000000;min-width:251px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">comprehensive income</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 89px; text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td></tr><tr style="height: 18px"><td colspan="3" style="width: 275px; text-align:left;border-color:#000000;min-width:275px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">9</font></td><td style="width: 9px; text-align:left;border-color:#000000;min-width:9px;">&#160;</td><td style="width: 13px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:13px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 89px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:89px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">9</font></td></tr></table></div> 1000000 16000000 16000000 2000000 2000000 -10000000 -10000000 1000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 288px; text-align:center;border-color:#000000;min-width:288px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Fair&#160;Value&#160;Measurements&#160;at</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 21px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 288px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:288px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31, 2011&#160;Using</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Quoted</font></td><td rowspan="7" style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Prices in</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Active</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Markets for</font></td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; text-align:left;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Identical</font></td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Other</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Significant</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">As&#160;of</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Financial</font></td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Observable</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Unobservable</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 21px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Instruments</font></td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Inputs</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; text-align:left;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;1)</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;2)</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 88px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:88px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">(Level&#160;3)</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 84px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:84px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total&#160;Losses</font></td></tr><tr style="height: 20px"><td colspan="2" style="width: 186px; text-align:left;border-color:#000000;min-width:186px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Non-financial assets:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td colspan="2" style="width: 186px; text-align:left;border-color:#000000;min-width:186px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Goodwill </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 72px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:72px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">12</font></td></tr><tr style="height: 20px"><td colspan="2" style="width: 186px; text-align:left;border-color:#000000;min-width:186px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total non-financial assets at fair</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 76px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:76px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 72px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:72px;">&#160;</td></tr><tr style="height: 20px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 176px; text-align:left;border-color:#000000;min-width:176px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">value</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 76px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:76px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">7,111</font></td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 72px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:72px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">12</font></td></tr></table></div> 7111000000 0 0 7111000000 7111000000 0 0 7111000000 0 0 34000000 355000000 7000000 -8000000 12000000 0.01 12000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">12</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">Debt</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;The proceeds from the credit facilities and the unsecured senior notes, as described below, were used to fund the Purchase Transaction disclosed in Note 1 of the Notes to Consolidated Financial Statements.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:18px;">Credit Facilities</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">On October</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">11, 2013, in connection and simultaneously with the Purchase Transaction, we entered into a credit agreement (the &#8220;Credit Agreement&#8221;) for a $2.5 billion secured term loan facility (the &#8220;Term Loan&#8221;), maturing in October</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">2020, and a $250 million secured revolving credit facility (the &#8220;Revolver&#8221; and, together with the Term Loan, the &#8220;Credit Facilities&#8221;), maturing in October</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">2018. A portion of the Revolver can be used to issue letters of credit of up to $50 million, subject to the availability of the Revolver. </font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">To date, w</font><font style="font-family:Times New Roman;font-size:10pt;">e</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">have not</font><font style="font-family:Times New Roman;font-size:10pt;"> draw</font><font style="font-family:Times New Roman;font-size:10pt;">n</font><font style="font-family:Times New Roman;font-size:10pt;"> on the Revolver.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Borrowings under the Term Loan and the Revolver bear interest</font><font style="font-family:Times New Roman;font-size:10pt;">, payable on a quarterly basis,</font><font style="font-family:Times New Roman;font-size:10pt;"> at an annual rate equal to an applicable margin plus, at our option, (A)&#160;a base rate determined by reference to the highest of (a)&#160;the interest rate in effect determined by the administrative agent as its &#8220;prime rate,&#8221; (b)&#160;the federal funds rate plus 0.5%</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and (c)&#160;the London </font><font style="font-family:Times New Roman;font-size:10pt;">InterBank</font><font style="font-family:Times New Roman;font-size:10pt;"> Offered Rate (&#8220;LIBOR&#8221;) rate for an interest period of one month plus 1.00%, or (B)&#160;LIBOR.&#160;LIBOR borrowings under the Term Loan will be subject to a LIBOR floor of 0.75%. </font><font style="font-family:Times New Roman;font-size:10pt;">At December 31, 2013, the Credit Facilities bore interest at 3.25%. </font><font style="font-family:Times New Roman;font-size:10pt;">In certain circumstances, our applicable interest rate under the Credit Facilities would increase.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">In addition to paying interest on outstanding principal balances under the Credit Facilities, we are required to pay the lenders a commitment fee on unused commitments under the Revolver</font><font style="font-family:Times New Roman;font-size:10pt;">. Commitment fees are recorded within &#8220;Interest and other investment income (expense), net&#8221; on the consolidated statement of operations. </font><font style="font-family:Times New Roman;font-size:10pt;">We are also required to pay customary letter of credit fees and agency fees.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We</font><font style="font-family:Times New Roman;font-size:10pt;"> are required to make quarterly principal repayments of 0.25% of the Term Loan's original principal amount, with the balance due on the maturity date. Amounts borrowed under the Term Loan and repaid may not be re-borrowed.</font><font style="font-family:Times New Roman;font-size:10pt;"> On February 11, 2014, we made a volunta</font><font style="font-family:Times New Roman;font-size:10pt;">ry repayment of $375 million on</font><font style="font-family:Times New Roman;font-size:10pt;"> our Term Loan. This repayment satisfies the required quarterly principal repayments. </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Credit Facilities are guaranteed by certain of the Company's U.S. subsidiaries</font><font style="font-family:Times New Roman;font-size:10pt;">, whose assets represent approximately </font><font style="font-family:Times New Roman;font-size:10pt;">70</font><font style="font-family:Times New Roman;font-size:10pt;">%</font><font style="font-family:Times New Roman;font-size:10pt;"> of </font><font style="font-family:Times New Roman;font-size:10pt;">our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated </font><font style="font-family:Times New Roman;font-size:10pt;">a</font><font style="font-family:Times New Roman;font-size:10pt;">ssets</font><font style="font-family:Times New Roman;font-size:10pt;">. The Credit Agreement contains customary covenants that place restrictions in certain circumstances on, among other things</font><font style="font-family:Times New Roman;font-size:10pt;">, the incurrence of debt, granting of liens, payment of dividends, sales of assets and mergers and acquisitions. If our obligations under the Revolver exceed 15% of the total facility amount as of the end of any fiscal quarter (subject to certain exclusions for letters of credit), we are also subject to certain financial covenants. A violation of any of these covenants could result in an event of default under the Credit Agreement. Upon the occurrence of such event of default or certain other customary events of default, payment of any outstanding amounts under the Credit Agreement may be accelerated, and the lenders' commitments to extend credit under the Credit Agreement may be terminated. In addition, an event of default under the Credit Agreement could, under certain circumstances, permit the holders of other outstanding unsecured debt</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> including the </font><font style="font-family:Times New Roman;font-size:10pt;">debt holders </font><font style="font-family:Times New Roman;font-size:10pt;">described </font><font style="font-family:Times New Roman;font-size:10pt;">below,</font><font style="font-family:Times New Roman;font-size:10pt;"> to accelerate the repayment of such obligations.</font><font style="font-family:Times New Roman;font-size:10pt;"> The Company was in compliance with the terms of the Credit Facilities as of December 31, 2013.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:18px;">Unsecured </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;">Senior </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;">Notes</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On September 19, 2013, w</font><font style="font-family:Times New Roman;font-size:10pt;">e issued</font><font style="font-family:Times New Roman;font-size:10pt;">, at par,</font><font style="font-family:Times New Roman;font-size:10pt;"> $1.5 billion of 5.625% unsecured </font><font style="font-family:Times New Roman;font-size:10pt;">senior </font><font style="font-family:Times New Roman;font-size:10pt;">notes due September 2021 (</font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;2021 Notes&#8221;) and $750 million of 6.125% unsecured </font><font style="font-family:Times New Roman;font-size:10pt;">senior </font><font style="font-family:Times New Roman;font-size:10pt;">notes due September 2023 (</font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;2023 Notes&#8221;</font><font style="font-family:Times New Roman;font-size:10pt;"> and, together with the 2021 Notes, </font><font style="font-family:Times New Roman;font-size:10pt;">the &#8220;Notes&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;"> in a private offering</font><font style="font-family:Times New Roman;font-size:10pt;"> to qualified institutional buyers</font><font style="font-family:Times New Roman;font-size:10pt;"> made in accordance with </font><font style="font-family:Times New Roman;font-size:10pt;">R</font><font style="font-family:Times New Roman;font-size:10pt;">ule 144A under the Securities Act of 1933</font><font style="font-family:Times New Roman;font-size:10pt;">, as amended</font><font style="font-family:Times New Roman;font-size:10pt;">. </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Notes are </font><font style="font-family:Times New Roman;font-size:10pt;">general senior obligations of the Company and rank </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">pari</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">passu</font><font style="font-family:Times New Roman;font-size:10pt;"> in right of payment to all of the Company's existing and future senior indebtedness, including the Credit Facilities </font><font style="font-family:Times New Roman;font-size:10pt;">described </font><font style="font-family:Times New Roman;font-size:10pt;">above</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> The Notes</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">are </font><font style="font-family:Times New Roman;font-size:10pt;">guaranteed </font><font style="font-family:Times New Roman;font-size:10pt;">on a senior basis </font><font style="font-family:Times New Roman;font-size:10pt;">by </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">Guarantors</font><font style="font-family:Times New Roman;font-size:10pt;">. The Notes and related guarantees are not secured and are effectively subordinated to any of the Company's existing and future indebtedness that is secured,</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">including the Credit Facilities. The Notes </font><font style="font-family:Times New Roman;font-size:10pt;">contain</font><font style="font-family:Times New Roman;font-size:10pt;"> customary covenants that place restrictions </font><font style="font-family:Times New Roman;font-size:10pt;">in certain circumstances </font><font style="font-family:Times New Roman;font-size:10pt;">on, among other things, the incurrence of debt, granting of liens, payment of dividends, sales of assets and mergers and acquisitions. </font><font style="font-family:Times New Roman;font-size:10pt;">The Company wa</font><font style="font-family:Times New Roman;font-size:10pt;">s in compliance with the terms of the Notes as of </font><font style="font-family:Times New Roman;font-size:10pt;">December</font><font style="font-family:Times New Roman;font-size:10pt;"> 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2014</font><font style="font-family:Times New Roman;font-size:10pt;">. As of </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013, we had interest payable of $</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">8</font><font style="font-family:Times New Roman;font-size:10pt;"> million related to the Notes</font><font style="font-family:Times New Roman;font-size:10pt;"> recorded within &#8220;Accrued </font><font style="font-family:Times New Roman;font-size:10pt;">expenses</font><font style="font-family:Times New Roman;font-size:10pt;"> and other liabilities&#8221; i</font><font style="font-family:Times New Roman;font-size:10pt;">n our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We </font><font style="font-family:Times New Roman;font-size:10pt;">may </font><font style="font-family:Times New Roman;font-size:10pt;">redeem the </font><font style="font-family:Times New Roman;font-size:10pt;">2021 </font><font style="font-family:Times New Roman;font-size:10pt;">Notes</font><font style="font-family:Times New Roman;font-size:10pt;"> on or after September 15, 2016 and the 2023 Notes on or after September 15, 2018, in whole or in part on any one or more occasions, </font><font style="font-family:Times New Roman;font-size:10pt;">at specified redemption prices</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> plus accrued </font><font style="font-family:Times New Roman;font-size:10pt;">and unpaid interest</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">At any time prior to September 15, 2016, with respect to the 2021 Notes, and a</font><font style="font-family:Times New Roman;font-size:10pt;">t any time prior to September 15</font><font style="font-family:Times New Roman;font-size:10pt;">, 2018, with respect to the 2023 Notes, we may also redeem some or all of the Notes by paying a &#8220;</font><font style="font-family:Times New Roman;font-size:10pt;">make-whole </font><font style="font-family:Times New Roman;font-size:10pt;">premium&#8221;, plus accrued and unpaid interest. </font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">Upon the occurrence of one or more qualified equity offerings, w</font><font style="font-family:Times New Roman;font-size:10pt;">e may also redeem up to 35% of the aggregate principal amount of each of the 2021 Notes and 2023 Notes outstanding with the net cash proceeds</font><font style="font-family:Times New Roman;font-size:10pt;"> from such offerings</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">The Notes are repayable, in whole or in part</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">at the option of the holders</font><font style="font-family:Times New Roman;font-size:10pt;">, upon the </font><font style="font-family:Times New Roman;font-size:10pt;">occurrence of a change in control</font><font style="font-family:Times New Roman;font-size:10pt;"> and a ratings downgrade, </font><font style="font-family:Times New Roman;font-size:10pt;">at a purchase price equal to 101% of principal, plus accrued and unpaid interest.</font><font style="font-family:Times New Roman;font-size:10pt;">&#160; These redemption options are considered clearly and closely related to the Notes and are not accounted for separately upon issuance.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For the </font><font style="font-family:Times New Roman;font-size:10pt;">year</font><font style="font-family:Times New Roman;font-size:10pt;"> ended </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, we recorded $</font><font style="font-family:Times New Roman;font-size:10pt;">52</font><font style="font-family:Times New Roman;font-size:10pt;"> million of fees </font><font style="font-family:Times New Roman;font-size:10pt;">associated with the closing of the Term Loan and the Notes </font><font style="font-family:Times New Roman;font-size:10pt;">as debt discount, which reduced the carrying value of the </font><font style="font-family:Times New Roman;font-size:10pt;">Term Loan and the </font><font style="font-family:Times New Roman;font-size:10pt;">Notes. </font><font style="font-family:Times New Roman;font-size:10pt;">T</font><font style="font-family:Times New Roman;font-size:10pt;">he debt discount will be amortized over the respective terms of the </font><font style="font-family:Times New Roman;font-size:10pt;">Term Loan and the </font><font style="font-family:Times New Roman;font-size:10pt;">Notes</font><font style="font-family:Times New Roman;font-size:10pt;">. Amo</font><font style="font-family:Times New Roman;font-size:10pt;">rtization expense is </font><font style="font-family:Times New Roman;font-size:10pt;">recorded within &#8220;Interest and other investment income </font><font style="font-family:Times New Roman;font-size:10pt;">(expense), net&#8221; i</font><font style="font-family:Times New Roman;font-size:10pt;">n our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated statement of operations.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">A summary of </font><font style="font-family:Times New Roman;font-size:10pt;">our </font><font style="font-family:Times New Roman;font-size:10pt;">debt is as follows (amounts in </font><font style="font-family:Times New Roman;font-size:10pt;">millions</font><font style="font-family:Times New Roman;font-size:10pt;">):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="8" style="width: 360px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:360px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">December 31, 2013</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Gross Carrying</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Unamortized</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Net Carrying</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Amount</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Discount</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Amount</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Term Loan </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 2,494</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (12)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 2,482</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2021 Notes </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 1,500</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (26)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 1,474</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2023 Notes </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 750</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (13)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 737</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total debt</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,744</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (51)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,693</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Less: current portion of long-term debt</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (25)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> -</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (25)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total long-term debt</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,719</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (51)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,668</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For the </font><font style="font-family:Times New Roman;font-size:10pt;">year</font><font style="font-family:Times New Roman;font-size:10pt;"> ended </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, i</font><font style="font-family:Times New Roman;font-size:10pt;">nterest expense</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">was $</font><font style="font-family:Times New Roman;font-size:10pt;">5</font><font style="font-family:Times New Roman;font-size:10pt;">7</font><font style="font-family:Times New Roman;font-size:10pt;"> million</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> A</font><font style="font-family:Times New Roman;font-size:10pt;">mortization of the debt discount </font><font style="font-family:Times New Roman;font-size:10pt;">for the </font><font style="font-family:Times New Roman;font-size:10pt;">Credit </font><font style="font-family:Times New Roman;font-size:10pt;">Facilities and Notes </font><font style="font-family:Times New Roman;font-size:10pt;">was $1 million </font><font style="font-family:Times New Roman;font-size:10pt;">and commitment fees for the Revolver </font><font style="font-family:Times New Roman;font-size:10pt;">w</font><font style="font-family:Times New Roman;font-size:10pt;">ere</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">not </font><font style="font-family:Times New Roman;font-size:10pt;">material.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As of </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, the scheduled maturities </font><font style="font-family:Times New Roman;font-size:10pt;">and contractual principal repayments </font><font style="font-family:Times New Roman;font-size:10pt;">of </font><font style="font-family:Times New Roman;font-size:10pt;">our </font><font style="font-family:Times New Roman;font-size:10pt;">debt for each of the five succeeding years are as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td colspan="3" style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">For the year ending December 31,</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2014 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2015 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2016 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2017 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2018 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Thereafter</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,619</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,744</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">As of December 31, 2013, the carrying value of the Term Loan approximates the fair value, as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. As of December 31, 2013, the fair values of the 2021 Notes and 2023 Notes, based on Level 2 inputs, were $1,559 million and $785 million, respectively.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">O</font><font style="font-family:Times New Roman;font-size:10pt;">n February 11, 2014</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">we made</font><font style="font-family:Times New Roman;font-size:10pt;"> a </font><font style="font-family:Times New Roman;font-size:10pt;">voluntary </font><font style="font-family:Times New Roman;font-size:10pt;">$375 million repayment on</font><font style="font-family:Times New Roman;font-size:10pt;"> the</font><font style="font-family:Times New Roman;font-size:10pt;"> Term Loan.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">The repayment reduce</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> the outstanding principal balance by $375 million. </font><font style="font-family:Times New Roman;font-size:10pt;">The </font><font style="font-family:Times New Roman;font-size:10pt;">repayment </font><font style="font-family:Times New Roman;font-size:10pt;">also </font><font style="font-family:Times New Roman;font-size:10pt;">satisfies the required quarterly principal repayment</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">The</font><font style="font-family:Times New Roman;font-size:10pt;"> scheduled maturities and </font><font style="font-family:Times New Roman;font-size:10pt;">contractual principal repayments of our debt, as shown in table above, are reduced </font><font style="font-family:Times New Roman;font-size:10pt;">by $25 million for each of the years ended </font><font style="font-family:Times New Roman;font-size:10pt;">December 31, 2014 through 2018 </font><font style="font-family:Times New Roman;font-size:10pt;">and by $250 million thereafter.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">Since </font><font style="font-family:Times New Roman;font-size:10pt;">this voluntary principal repayment was not a contractual requirement as of December 31, 2013 and the Board of Director</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">did not approve</font><font style="font-family:Times New Roman;font-size:10pt;"> the repayment until January 2014, only the contractual principal repayment of $25 million for 2014 has been reflected as &#8220;Current portion of long-term debt&#8221; in our consolidated balance sheet as of December 31, 2013.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:18px;">D</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;">eferred Financing Costs</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Costs incurred to obtain our long-term debt are amortized over the terms of the respective debt agreements using </font><font style="font-family:Times New Roman;font-size:10pt;">a straight-line basis for costs related to the Revolver and the interest earned method for costs related to the Term Loan and Notes</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">For the year ended </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, w</font><font style="font-family:Times New Roman;font-size:10pt;">e </font><font style="font-family:Times New Roman;font-size:10pt;">recorded $</font><font style="font-family:Times New Roman;font-size:10pt;">7</font><font style="font-family:Times New Roman;font-size:10pt;"> million </font><font style="font-family:Times New Roman;font-size:10pt;">of</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">deferred financing costs </font><font style="font-family:Times New Roman;font-size:10pt;">within &#8220;Other assets &#8211; non-</font><font style="font-family:Times New Roman;font-size:10pt;">current&#8221; in our </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">For the year ended December 31, 2013, a</font><font style="font-family:Times New Roman;font-size:10pt;">mortization expense </font><font style="font-family:Times New Roman;font-size:10pt;">related to the deferred financing costs </font><font style="font-family:Times New Roman;font-size:10pt;">was </font><font style="font-family:Times New Roman;font-size:10pt;">not </font><font style="font-family:Times New Roman;font-size:10pt;">material </font><font style="font-family:Times New Roman;font-size:10pt;">and is recorded within &#8220;Interest and other inv</font><font style="font-family:Times New Roman;font-size:10pt;">estment income (expense), net&#8221; in</font><font style="font-family:Times New Roman;font-size:10pt;"> our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated statement of operations</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="8" style="width: 360px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:360px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">December 31, 2013</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Gross Carrying</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Unamortized</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Net Carrying</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 240px; text-align:left;border-color:#000000;min-width:240px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Amount</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Discount</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 110px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:110px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Amount</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Term Loan </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 2,494</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (12)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 2,482</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2021 Notes </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 1,500</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (26)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 1,474</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2023 Notes </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 750</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (13)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 737</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total debt</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,744</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (51)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,693</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Less: current portion of long-term debt</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (25)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> -</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (25)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total long-term debt</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,719</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> (51)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,668</font></td></tr></table></div> 4744000000 2494000000 1500000000 750000000 51000000 12000000 26000000 13000000 2500000000 250000000 50000000 2482000000 1474000000 737000000 4693000000 0.0025 0.0050 0.0100 57000000 785000000 1559000000 38000000 1500000000 750000000 0.05625 0.06125 4719000000 0.0075 Prime rate as designated by the administrative agent Federal funds rate LIBOR rate for one month LIBOR 0.0325 1.01 0.35 0.15 1000000 52000000 7000000 375000000 250000000 0.70 25000000 25000000 25000000 25000000 25000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td colspan="3" style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">For the year ending December 31,</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2014 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2015 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2016 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2017 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2018 </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td colspan="2" style="width: 280px; text-align:left;border-color:#000000;min-width:280px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Thereafter</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,619</font></td></tr><tr style="height: 17px"><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 260px; text-align:left;border-color:#000000;min-width:260px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total </font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 20px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:20px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;"> 4,744</font></td></tr></table></div> 25000000 25000000 25000000 25000000 4619000000 25000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">13</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">A</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">c</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">cumulated </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">O</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ther </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">C</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">omprehensive </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">I</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ncome (</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">L</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">oss</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">)</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The components of </font><font style="font-family:Times New Roman;font-size:10pt;">accumulated other </font><font style="font-family:Times New Roman;font-size:10pt;">comprehensive income </font><font style="font-family:Times New Roman;font-size:10pt;">(loss) at </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember</font><font style="font-family:Times New Roman;font-size:10pt;"> 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013 and 2012, </font><font style="font-family:Times New Roman;font-size:10pt;">were as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 361px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:361px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Year Ended December 31, 2013</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Foreign currency</font></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Unrealized gain</font></td><td style="width: 13px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">translation</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">on available-for-</font></td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">adjustments</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">sale securities</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">before reclassifications</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">93</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">94</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Amounts reclassified from accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">67</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">68</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 361px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:361px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Year Ended December 31, 2012</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Foreign currency</font></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Unrealized gain</font></td><td style="width: 13px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">translation</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">on available-for-</font></td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">adjustments</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">sale securities</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 15px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2011</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(72)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(72)</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">before reclassifications</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">46</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">46</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Amounts reclassified from accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Income taxes were not provided for foreign currency translation items as these are considered indefinite investments in non-U.S. subsidiaries</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 361px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:361px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Year Ended December 31, 2013</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Foreign currency</font></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Unrealized gain</font></td><td style="width: 13px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">translation</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">on available-for-</font></td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">adjustments</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">sale securities</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">before reclassifications</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">93</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">94</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Amounts reclassified from accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">67</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">68</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 361px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:361px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Year Ended December 31, 2012</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Foreign currency</font></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Unrealized gain</font></td><td style="width: 13px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">translation</font></td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">on available-for-</font></td><td style="width: 13px; text-align:center;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; text-align:center;border-color:#000000;min-width:112px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">adjustments</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">sale securities</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td colspan="2" style="width: 112px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:112px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 15px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2011</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(72)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(72)</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">before reclassifications</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">46</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">46</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 238px; text-align:left;border-color:#000000;min-width:238px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Amounts reclassified from accumulated</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 219px; text-align:left;border-color:#000000;min-width:219px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">other comprehensive income (loss)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 257px; text-align:left;border-color:#000000;min-width:257px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 13px; text-align:left;border-color:#000000;min-width:13px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 100px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">(26)</font></td></tr></table></div> -26000000 93000000 0 67000000 0 1000000 0 1000000 94000000 0 -72000000 46000000 0 0 0 0 -72000000 46000000 0 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">14</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Operating </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">S</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">egments and </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">G</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">eographic </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">R</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">egion</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our operating segments are consistent with our internal organizational structure, the manner in which our operations are reviewed and managed by our Chief Executive Officer, who is our Chief Operating Decision Maker (&#8220;CODM&#8221;), the manner in which we assess operating performance and allocate resources, and the availability of separate financial information. </font><font style="font-family:Times New Roman;font-size:10pt;">Currently, we </font><font style="font-family:Times New Roman;font-size:10pt;">conduct our business through </font><font style="font-family:Times New Roman;font-size:10pt;">three operating segments: Activision, Blizzard and Distribution (see N</font><font style="font-family:Times New Roman;font-size:10pt;">ote 1 of the Notes to </font><font style="font-family:Times New Roman;font-size:10pt;">Consolidated Financial Statements). </font><font style="font-family:Times New Roman;font-size:10pt;">We do not aggregate operating segments.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">The CODM reviews segment performance exclusive of the impact of the change in deferred revenues and related cost of sales with respect to certain of our online</font><font style="font-family:Times New Roman;font-size:10pt;">-enabled games, stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based compensation expense, </font><font style="font-family:Times New Roman;font-size:10pt;">restructuring expense, </font><font style="font-family:Times New Roman;font-size:10pt;">am</font><font style="font-family:Times New Roman;font-size:10pt;">ortization of intangible assets</font><font style="font-family:Times New Roman;font-size:10pt;"> as a result of purchase price accounting</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">impairment of goodwill and intangible assets, </font><font style="font-family:Times New Roman;font-size:10pt;">and expenses related to the </font><font style="font-family:Times New Roman;font-size:10pt;">Purchase Transaction</font><font style="font-family:Times New Roman;font-size:10pt;"> and related debt </font><font style="font-family:Times New Roman;font-size:10pt;">financings</font><font style="font-family:Times New Roman;font-size:10pt;">. The CODM does not review any information regarding total assets on an operating segment basis, and ac</font><font style="font-family:Times New Roman;font-size:10pt;">cordingly, no disclosure is made</font><font style="font-family:Times New Roman;font-size:10pt;"> with respect thereto</font><font style="font-family:Times New Roman;font-size:10pt;">. Information on the operating segments and reconciliations of total net revenues and total segment operating income to consolidated net revenues from external customers and consolidated income before income tax expense for the </font><font style="font-family:Times New Roman;font-size:10pt;">years ended December 31, </font><font style="font-family:Times New Roman;font-size:10pt;">2013</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">2012</font><font style="font-family:Times New Roman;font-size:10pt;">, and 2011</font><font style="font-family:Times New Roman;font-size:10pt;"> are presented below (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="17" style="width: 422px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:422px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 2px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 15px"><td rowspan="2" style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td rowspan="2" style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td rowspan="2" style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 206px; text-align:center;border-color:#000000;min-width:206px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Income&#160;(loss) from operations</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td colspan="8" style="width: 206px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:206px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Net revenues</font></td><td colspan="8" style="width: 206px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:206px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">before income tax expense</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Activision </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 2,895</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 3,072</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 2,828</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 971</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 970</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 851</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Blizzard </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,124</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,609</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,243</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 376</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 717</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 496</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Distribution </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 323</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 306</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 418</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 11</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Operating segments total </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,342</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,987</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,489</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,355</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,698</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,358</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Reconciliation to consolidated net revenues /</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">consolidated income before income tax</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">expense:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Net effect from deferral of net revenues and</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">related cost of sales </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 241</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (131)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 266</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 229</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (91)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 183</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Stock-based compensation expense </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (110)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (126)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (103)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Restructuring </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (26)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Amortization of intangible assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (23)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (30)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (72)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Impairment of goodwill</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (12)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Fees and other expenses related to the Purchase</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Transaction and related debt financings</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">(79)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Consolidated net revenues / operating income </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,583</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,856</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,755</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,372</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,451</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,328</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Interest and other investment income (expense), net</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">(53)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">7</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">3</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Consolidated income before income tax expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,319</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,458</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,331</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For the year ended December 31, 2011, </font><font style="font-family:Times New Roman;font-size:10pt;">included in the restructuring expense above was the </font><font style="font-family:Times New Roman;font-size:10pt;">restructuring expense of $1 million, related to the Business Combination consummated in</font><font style="font-family:Times New Roman;font-size:10pt;"> July 2008, reflected in</font><font style="font-family:Times New Roman;font-size:10pt;"> &#8220;General and administrative expense&#8221; in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated state</font><font style="font-family:Times New Roman;font-size:10pt;">ment of operations</font><font style="font-family:Times New Roman;font-size:10pt;">. See Note&#160;16 of the Notes to Consolidated Financial Statements for more detail.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">G</font><font style="font-family:Times New Roman;font-size:10pt;">eographi</font><font style="font-family:Times New Roman;font-size:10pt;">c information </font><font style="font-family:Times New Roman;font-size:10pt;">presented below </font><font style="font-family:Times New Roman;font-size:10pt;">for the </font><font style="font-family:Times New Roman;font-size:10pt;">years ended December 31, 2013, 2012, and 2011</font><font style="font-family:Times New Roman;font-size:10pt;"> is based on the location of the selling entity. Net revenues from external customers by geographic region were as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 291px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:291px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 298px; text-align:left;border-color:#000000;min-width:298px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Net revenues by geographic region:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:77px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">North America </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,414</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,436</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,405</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Europe </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,826</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,968</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,990</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Asia Pacific </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">343</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">452</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">360</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 298px; text-align:left;border-color:#000000;min-width:298px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total consolidated net revenues </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,583</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,856</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,755</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:inherit;font-size:10pt;margin-left:0px;">The Company's net revenues in the U.S. were 51%, 48%, and 49% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively.&#160; The Company's net revenues in the U.K. were 14%, 14%, and 16% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively. The Company's net revenues in France were 12%, 13%, and 14% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively.&#160; No other country's net revenues exceeded 10% of consolidated net revenues.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Net revenues by platform were as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:center;border-color:#000000;min-width:252px;">&#160;<sup></sup></td><td colspan="8" style="width: 291px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:291px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:center;border-color:#000000;min-width:252px;">&#160;<sup></sup></td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Net revenues by platform:</font><sup></sup></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:77px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Console </font><sup></sup></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,379</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,186</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,439</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Online subscriptions</font><sup>1</sup></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">912</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">986</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,357</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Other</font><sup>2</sup></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">629</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">703</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">259</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">PC</font><sup></sup></td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">340</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">675</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">282</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total platform net revenues </font><sup></sup></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,260</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,550</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,337</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Distribution </font><sup></sup></td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">323</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">306</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">418</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total consolidated net revenues </font><sup></sup></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,583</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,856</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,755</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">(1)</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from online subscriptions consist of revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from all </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">World of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Warcraft</font><font style="font-family:Times New Roman;font-size:10pt;"> products, including subscriptions, boxed products, expansion packs, licensing royalties, value</font><font style="font-family:Times New Roman;font-size:10pt;">-added services, and revenues from </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Call of Duty Elite</font><font style="font-family:Times New Roman;font-size:10pt;"> memberships.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">(2)</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">Revenue</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> from o</font><font style="font-family:Times New Roman;font-size:10pt;">ther include revenues from handheld and mobile devices, as well as non-platform specific game related revenues such as standalone sales of toys and accessories products from </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">Skylanders</font><font style="font-family:Times New Roman;font-size:10pt;"> franchise and other physical merchandise and accessories.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Long-lived assets by geographic region at </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember</font><font style="font-family:Times New Roman;font-size:10pt;"> 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 2011</font><font style="font-family:Times New Roman;font-size:10pt;"> were as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 240px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:240px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 72px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 72px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 72px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 309px; text-align:left;border-color:#000000;min-width:309px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Long-lived assets* by geographic region:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">North America </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 102</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 90</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">105</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Europe </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 29</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 40</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">46</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Asia Pacific </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 7</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 11</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">12</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 309px; text-align:left;border-color:#000000;min-width:309px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total long-lived assets by geographic region</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 138</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 141</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 163</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">*</font><font style="font-family:Times New Roman;font-size:10pt;">T</font><font style="font-family:Times New Roman;font-size:10pt;">he only long-lived assets that we </font><font style="font-family:Times New Roman;font-size:10pt;">classify by region are our long-</font><font style="font-family:Times New Roman;font-size:10pt;">term tangible fixed assets, which only include property, plant and equipment assets; all other long</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">term assets are not allocated by location.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">For information regarding significant customers, see &#8220;Concentration of Credit Risk&#8221; in Note 2 of the Notes to Consolidated Financial Statements</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> 3 2895000000 1124000000 323000000 3072000000 1609000000 306000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="17" style="width: 422px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:422px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 62px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:62px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 2px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 15px"><td rowspan="2" style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td rowspan="2" style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td rowspan="2" style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 206px; text-align:center;border-color:#000000;min-width:206px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Income&#160;(loss) from operations</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td colspan="8" style="width: 206px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:206px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Net revenues</font></td><td colspan="8" style="width: 206px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:206px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">before income tax expense</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Activision </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 2,895</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 3,072</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 2,828</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 971</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 970</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 851</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Blizzard </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,124</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,609</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,243</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 376</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 717</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 496</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Distribution </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 323</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 306</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 418</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 11</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 20px; text-align:left;border-color:#000000;min-width:20px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Operating segments total </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,342</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,987</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,489</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,355</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,698</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,358</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Reconciliation to consolidated net revenues /</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">consolidated income before income tax</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">expense:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Net effect from deferral of net revenues and</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">related cost of sales </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 241</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (131)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 266</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 229</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (91)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 183</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Stock-based compensation expense </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (110)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (126)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (103)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Restructuring </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (26)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Amortization of intangible assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (23)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (30)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (72)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Impairment of goodwill</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> (12)</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Fees and other expenses related to the Purchase</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 248px; text-align:left;border-color:#000000;min-width:248px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Transaction and related debt financings</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">(79)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Consolidated net revenues / operating income </font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,583</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,856</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,755</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,372</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,451</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,328</font></td></tr><tr style="height: 17px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 258px; text-align:left;border-color:#000000;min-width:258px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Interest and other investment income (expense), net</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">(53)</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">7</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;">3</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 268px; text-align:left;border-color:#000000;min-width:268px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Consolidated income before income tax expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,319</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,458</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: right;"> 1,331</font></td></tr></table></div> 2828000000 1243000000 418000000 241000000 -131000000 266000000 -91000000 229000000 183000000 126000000 110000000 103000000 0 0 26000000 23000000 30000000 72000000 79000000 0 0 971000000 376000000 8000000 970000000 717000000 11000000 851000000 496000000 11000000 0 0 12000000 4342000000 4987000000 4489000000 1355000000 1698000000 1358000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 291px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:291px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 298px; text-align:left;border-color:#000000;min-width:298px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Net revenues by geographic region:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:77px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">North America </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,414</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,436</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,405</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Europe </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,826</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,968</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,990</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 279px; text-align:left;border-color:#000000;min-width:279px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Asia Pacific </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">343</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">452</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">360</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 298px; text-align:left;border-color:#000000;min-width:298px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total consolidated net revenues </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,583</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,856</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 4,755</font></td></tr></table></div> 2414000000 1826000000 343000000 2436000000 1968000000 452000000 2405000000 1990000000 360000000 1000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:center;border-color:#000000;min-width:252px;">&#160;<sup></sup></td><td colspan="8" style="width: 291px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:291px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:center;border-color:#000000;min-width:252px;">&#160;<sup></sup></td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 89px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:89px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Net revenues by platform:</font><sup></sup></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:77px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:77px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Console </font><sup></sup></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,379</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,186</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">2,439</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Online subscriptions</font><sup>1</sup></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">912</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">986</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">1,357</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Other</font><sup>2</sup></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">629</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">703</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">259</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 252px; text-align:left;border-color:#000000;min-width:252px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">PC</font><sup></sup></td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">340</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">675</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">282</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total platform net revenues </font><sup></sup></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,260</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,550</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,337</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Distribution </font><sup></sup></td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">323</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">306</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 77px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">418</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 271px; text-align:left;border-color:#000000;min-width:271px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total consolidated net revenues </font><sup></sup></td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,583</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,856</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 77px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:77px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">4,755</font></td></tr></table></div> 629000000 340000000 2379000000 912000000 4260000000 2186000000 986000000 703000000 675000000 4550000000 2439000000 1357000000 259000000 282000000 4337000000 0.51 0.48 0.49 0.14 0.14 0.16 0.12 0.13 0.14 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 240px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:240px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 72px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 72px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 72px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:72px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 309px; text-align:left;border-color:#000000;min-width:309px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Long-lived assets* by geographic region:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">North America </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 102</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 90</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">105</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Europe </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 29</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 40</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">46</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 290px; text-align:left;border-color:#000000;min-width:290px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Asia Pacific </font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 7</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 11</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">12</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 309px; text-align:left;border-color:#000000;min-width:309px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Total long-lived assets by geographic region</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 138</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 141</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;"> 163</font></td></tr></table></div> 102000000 29000000 7000000 90000000 40000000 11000000 105000000 46000000 12000000 163000000 138000000 141000000 <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">15. Stock-Based Compensation</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;font-style:italic;margin-left:0px;">Activision Blizzard Equity Incentive Plans</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Activision Blizzard&#160;Inc. 2008 Incentive Plan was adopted by our Board on July&#160;28, 2008, approved by our stockholders and amended and restated by our Board on September&#160;24, 2008, further amended and restated by our Board with stockholder approval on June&#160;3, 2009, further amended and restated by the Compensation Committee of our Board with stockholder approval on December&#160;17, 2009, further amended and restated by our Board and the Compensation Committee of our Board with shareholder approval on June&#160;3, 2010</font><font style="font-family:Times New Roman;font-size:10pt;">, and further amended and restated by our Board with shareholder approval on June 7, 2012</font><font style="font-family:Times New Roman;font-size:10pt;"> (as so amended and restated, the &#8220;2008 Plan&#8221;). The 2008 Plan authorizes the Compensation Committee of our Board of Directors to provide stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based compensation in the form of stock options, share appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other performance</font><font style="font-family:Times New Roman;font-size:10pt;">- or value</font><font style="font-family:Times New Roman;font-size:10pt;">-based awards structured by the Compensation Committee within parameters set forth in the 2008 Plan, including custom awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of our common stock, or factors that may influence the value of our common stock or that are valued based on our performance or the performance of any of our subsidiaries or business units or other factors designated by the Compensation Committee, as well as incentive bonuses, for the purpose of providing incentives and rewards for performance to the directors, officers, and employees of, and consultants to, Activision Blizzard and its subsidiaries.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">While the Compensation Committee has broad discretion to create equity incentives, our stock</font><font style="font-family:Times New Roman;font-size:10pt;">-based compensation program for the most part currently utilizes a combination of options and restricted stock units. Options have time-based vesting schedules, generally vesting annually over a period of three to five years, and all options expire ten years from the grant date. Restricted stock units either have time-based vesting schedules, generally vesting in their entirety on an anniversary of the date of grant, or vesting annually over a period of three to five years, or vest only if certain performance measures are met. In addition, under the terms of the 2008 Plan, the exercise price for the options must be equal to or greater than the closing price per share of our common stock on the date the award is granted, as reported on NASDAQ.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">At December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">34</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million shares of our common stock were available for issuance under the 2008 Plan. The number of shares of our common stock reserved for issuance under the 2008 Plan may be further increased from time to time by: (</font><font style="font-family:Times New Roman;font-size:10pt;">i</font><font style="font-family:Times New Roman;font-size:10pt;">)&#160;the number of shares relating to awards outstanding under any prior stock compensation plans that: (a)&#160;expire, or are forfeited, terminated or cancelled, without the issuance of shares; (b)&#160;are settled in cash in lieu of shares; or (c)&#160;are exchanged, prior to the issuance of shares of our common stock, for awards not involving our common stock; and (ii)&#160;if the exercise price of any option outstanding under any prior plan is, or the tax withholding requirements with respect to any award outstanding under any prior plan are, satisfied by withholding shares otherwise then deliverable in respect of the award or the actual or constructive transfer to the Company of shares already owned, the number of shares equal to the withheld or transferred shares. At December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, we had approximately </font><font style="font-family:Times New Roman;font-size:10pt;">45</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million shares of our common stock reserved for future issuance under the 2008 Plan. Shares issued in connection with awards made under the 2008 Plan are generally issued as new stock issuances.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Method and Assumptions on Valuation of Stock Options</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our employee stock options have features that differentiate them from exchange</font><font style="font-family:Times New Roman;font-size:10pt;">-traded options. These features include lack of transferability, early exercise, vesting restrictions, pre- and post-vesting termination provisions, blackout dates, and time-varying inputs. </font><font style="font-family:Times New Roman;font-size:10pt;">A binomial</font><font style="font-family:Times New Roman;font-size:10pt;">-lattice model was selected because it is better able to explicitly address these features than closed-form models such as the Black</font><font style="font-family:Times New Roman;font-size:10pt;">-Scholes model, and is able to reflect expected future changes in model inputs, including changes in volatility, during the option's contractual term.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We have estimated expected future changes in model inputs during the option's contractual term. The inputs required by our binomial</font><font style="font-family:Times New Roman;font-size:10pt;">-lattice model include expected volatility, risk-free interest rate, risk-adjusted stock return, dividend yield, contractual term, and vesting schedule, as well as measures of employees' forfeiture, exercise, and post-vesting termination behavior. Statistical methods were </font><font style="font-family:Times New Roman;font-size:10pt;">used to estimate employee rank-</font><font style="font-family:Times New Roman;font-size:10pt;">specific termination rates. These termination rates, in turn, were used to model the number of options that are expected to vest and post-vesting termination behavior. Employee rank-specific estimates of Expected Time-To-Exercise (&#8220;ETTE&#8221;) were used to reflect employee exercise behavior. ETTE was estimated by using statistical procedures to first estimate the conditional probability of exercise occurring during each time period, conditional on the option surviving to that time period and then using those probabilities to estimate ETTE. The model was calibrated by adjusting parameters controlling exercise and post-vesting termination behavior so that the measures output by the model matched values of these measures that were estimated from historical data.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">The following tables present the weighted</font><font style="font-family:Times New Roman;font-size:10pt;">-average assumptions and the weighted</font><font style="font-family:Times New Roman;font-size:10pt;">-average fair value at grant date using the binomial</font><font style="font-family:Times New Roman;font-size:10pt;">-lattice model:</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="10" style="width: 350px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Employee and Director Options</font></td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 365px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:365px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 115px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:115px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 115px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:115px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 115px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:115px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Expected life (in years)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6.44</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">7.05</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6.58</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Risk free interest rate</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.86</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.12</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.91</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Volatility</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">39.00</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">40.76</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">43.50</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Dividend yield</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.08</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.65</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.34</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Weighted-average fair value at grant date</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4.97</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3.47</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4.17</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">To estimate volatility for the binomial-lattice model, we use methods that consider the implied volatility method based upon the volatilities for exchange-traded options on our stock to estimate short-term volatility, the historical method (annualized standard deviation of the instantaneous returns on Activision Blizzard's stock) during the option's contractual term to estimate long-term volatility, and a statistical model to estimate the transition or &#8220;mean reversion&#8221; from short-term volatility to long-term volatility. Based on these methods, for options granted during the year ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, the expected stock price volatility ranged from </font><font style="font-family:Times New Roman;font-size:10pt;">25.73</font><font style="font-family:Times New Roman;font-size:10pt;">% to </font><font style="font-family:Times New Roman;font-size:10pt;">39.00</font><font style="font-family:Times New Roman;font-size:10pt;">%.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As is the case for volatility, the risk-free rate is assumed to change during the option's contractual term. Consistent with the calculation required by a binomial-lattice model, the risk-free rate reflects the</font><font style="font-family:Times New Roman;font-size:10pt;"> expected movement in the</font><font style="font-family:Times New Roman;font-size:10pt;"> interest </font><font style="font-family:Times New Roman;font-size:10pt;">rate </font><font style="font-family:Times New Roman;font-size:10pt;">from one time period to the next (&#8220;forward rate&#8221;) as opposed to the interest rate from the grant date to the given time period (&#8220;spot rate&#8221;). The expected dividend yield assumption for options granted during the year ended December 31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> is based on the Company's historical and expected future amount of dividend payouts.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is an output from the binomial-lattice model. The expected life of employee stock options depends on all of the underlying assumptions and calibration of our model. A binomial-lattice model can be viewed as assuming that employees will exercise their options when the stock price equals or exceeds an exercise multiples, of which the multiple is based on historical employee exercise behaviors.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As stock-based compensation expense recognized in the consolidated statement of operations for the years ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;"> is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Accuracy of Fair Value Estimates</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We developed the assumptions used in the binomial-lattice model, including model inputs and measures of employees' exercise and post-vesting termination behavior. Our ability to accurately estimate the fair value of stock-based payment awards at the grant date depends upon the accuracy of the model and our ability to accurately forecast model inputs as long as ten years into the future. These inputs include, but are not limited to, expected stock price volatility, risk-free rate, dividend yield, and employee termination rates. Although the fair value of employee stock options is determined using an option-pricing model, the estimates that are produced by this model may not be indicative of the fair value observed between a willing buyer and a willing seller. Unfortunately, it is difficult to determine if this is the case, as markets do not currently exist that permit the active trading of employee stock option and other stock-based instruments.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Stock Option Activities</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Stock option activities for the year ended December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> are as follows (amounts in millions, except number of shares, which are in </font><font style="font-family:Times New Roman;font-size:10pt;">thousands,</font><font style="font-family:Times New Roman;font-size:10pt;"> and per share amounts):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:left;border-color:#000000;min-width:90px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Weighted-average</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 105px; text-align:center;border-color:#000000;min-width:105px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Weighted-average</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">remaining</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 85px; text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Aggregate</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:55px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Shares</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 105px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:105px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">exercise price</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">contractual term</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">intrinsic value</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Outstanding stock options at December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">51,748</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.45</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Granted</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3,506</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">17.58</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Exercised</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(16,001)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9.91</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Forfeited</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(267)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.93</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Expired</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(182)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.62</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Outstanding stock options at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">38,804</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.63</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5.82</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">202</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Vested and expected to vest at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">37,856</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.58</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5.17</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">199</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Exercisable at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">29,397</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.27</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4.99</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">165</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e.&#160;the difference between our closing stock price on the last trading day of the period and the exercise price, times the number of shares for options where the exercise price is below the closing stock price) that would have been received by the option holders had all option holders exercised their options o</font><font style="font-family:Times New Roman;font-size:10pt;">n that date. </font><font style="font-family:Times New Roman;font-size:10pt;">This amount changes base</font><font style="font-family:Times New Roman;font-size:10pt;">d</font><font style="font-family:Times New Roman;font-size:10pt;"> on the market value</font><font style="font-family:Times New Roman;font-size:10pt;"> of our stock.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">The t</font><font style="font-family:Times New Roman;font-size:10pt;">otal intrinsic value of options actually exercised was $</font><font style="font-family:Times New Roman;font-size:10pt;">104</font><font style="font-family:Times New Roman;font-size:10pt;"> million, $25 million, and $47 million for the years ended December&#160;31, 2013, 2012, and 2011, respectively. </font><font style="font-family:Times New Roman;font-size:10pt;">The t</font><font style="font-family:Times New Roman;font-size:10pt;">otal grant date fair value of options vested was $</font><font style="font-family:Times New Roman;font-size:10pt;">29</font><font style="font-family:Times New Roman;font-size:10pt;"> million, $47 million, and $57 million for the years ended December&#160;31, 2013, 2012, and 2011, respectively.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:12pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">At </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember 3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, $</font><font style="font-family:Times New Roman;font-size:10pt;">21</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million</font><font style="font-family:Times New Roman;font-size:10pt;"> of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period </font><font style="font-family:Times New Roman;font-size:10pt;">of </font><font style="font-family:Times New Roman;font-size:10pt;">1.41</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;years</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Restricted Stock Units and Restricted Stock Awards Activities</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We grant restricted stock units, which represent the right to receive shares of our common stock, and restricted stock awards, which are issued and outstanding upon grant but subject to the risk of forfeiture (collectively referred to as &#8220;restricted stock rights&#8221;), under the 2008&#160;Plan to employees around the world, and we assumed</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> as a result of the Business Combination</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> the restricted stock rights granted by Activision,&#160;Inc. Vesting for restricted stock rights is contingent upon the holders' continued employment with us and may be subject to other conditions (which may include the satisfaction of a performance measure). If the vesting conditions are not met, unvested restricted stock rights will be forfeited. Holders of restricted stock are restricted from selling the shares until they vest. Upon vesting of restricted stock rights, we may withhold shares otherwise deliverable to satisfy tax withholding requirements.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table summarizes our restricted stock rights activity for the </font><font style="font-family:Times New Roman;font-size:10pt;">year</font><font style="font-family:Times New Roman;font-size:10pt;"> ended </font><font style="font-family:Times New Roman;font-size:10pt;">Dec</font><font style="font-family:Times New Roman;font-size:10pt;">ember&#160;3</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013 (amounts in thousands except per share amounts):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Weighted-</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Restricted Stock</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Average Grant</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Rights</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Date Fair Value</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Unvested restricted stock rights balance at December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">25,605</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.29</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Granted</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5,520</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">16.31</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Vested</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(7,841)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.64</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Forfeited</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(719)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.92</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Unvested restricted stock rights balance at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">22,565</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.63</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:8pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">At December&#160;31, 2013, approximately $</font><font style="font-family:Times New Roman;font-size:10pt;">100</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million of total unrecognized compensation cost was related to </font><font style="font-family:Times New Roman;font-size:10pt;">restricted</font><font style="font-family:Times New Roman;font-size:10pt;"> stock rights</font><font style="font-family:Times New Roman;font-size:10pt;"> and</font><font style="font-family:Times New Roman;font-size:10pt;"> is expected to be recognized over a weighted-average period of </font><font style="font-family:Times New Roman;font-size:10pt;">1.50</font><font style="font-family:Times New Roman;font-size:10pt;"> years. Of the total unrecognized compensation cost, $</font><font style="font-family:Times New Roman;font-size:10pt;">17</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million was related to performance-vesting restricted stock rights, which is expected to be recognized over a weighted-average period of </font><font style="font-family:Times New Roman;font-size:10pt;">1.34</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;years. </font><font style="font-family:Times New Roman;font-size:10pt;">The t</font><font style="font-family:Times New Roman;font-size:10pt;">otal grant date fair value of vested restricted stock rights was $</font><font style="font-family:Times New Roman;font-size:10pt;">57</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million, $45&#160;million and $37 million for the years ended December&#160;31, 2013, 2012 and 2011, respectively.</font></p><p style='margin-top:12pt; margin-bottom:8pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The income tax benefit from stock option exercises and restricted stock rights was $</font><font style="font-family:Times New Roman;font-size:10pt;">77</font><font style="font-family:Times New Roman;font-size:10pt;"> million, $20 million, and $28 million for the years ended December 31, 2013, 2012, and 2011, respectively.</font></p><p style='margin-top:0pt; margin-bottom:8pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Stock</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-Based Compensation Expense</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table sets forth the total stock-based compensation expense included in our consolidated statements of operations for the years ended December&#160;31, 2013, 2012, and 2011 (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Cost of sales - software royalties and amortization</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">17</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">10</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Product development</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">33</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">20</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">40</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Sales and marketing</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">7</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">General and administrative</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">53</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">89</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">47</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense before income taxes</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">110</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">126</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">103</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Income tax benefit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(40)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(46)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(38)</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total stock-based compensation expense, net of income tax benefit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">70</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">80</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">65</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The fo</font><font style="font-family:Times New Roman;font-size:10pt;">llowing table summarizes stock-based compensation included in our consolidated balance sheets as a component of &#8220;Software development&#8221; (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 85px; text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Software</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Development</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2010</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">20</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense capitalized and deferred during period</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">27</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Amortization of capitalized and deferred stock-based compensation expense</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(37)</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2011</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">10</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense capitalized and deferred during period</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">27</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Amortization of capitalized and deferred stock-based compensation expense</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(18)</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2012</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">19</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense capitalized and deferred during period</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">34</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Amortization of capitalized and deferred stock-based compensation expense</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(31)</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2013</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">22</font></td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="10" style="width: 350px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Employee and Director Options</font></td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 365px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:365px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 115px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:115px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 115px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:115px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="3" style="width: 115px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:115px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Expected life (in years)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6.44</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">7.05</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6.58</font></td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Risk free interest rate</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.86</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.12</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.91</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Volatility</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">39.00</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">40.76</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">43.50</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Dividend yield</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.08</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.65</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1.34</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">%</font></td></tr><tr style="height: 17px"><td style="width: 250px; text-align:left;border-color:#000000;min-width:250px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Weighted-average fair value at grant date</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4.97</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3.47</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 85px; text-align:right;border-color:#000000;min-width:85px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4.17</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr></table></div> 34000000 0.0186 0.0112 0.0191 0.3900 0.4076 0.4350 0.0108 0.0165 0.0134 4.97 3.47 4.17 P3Y P5Y P6Y5M8D P7Y0M18D P6Y6M29D P10Y P3Y P5Y 45000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:left;border-color:#000000;min-width:90px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Weighted-average</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 105px; text-align:center;border-color:#000000;min-width:105px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Weighted-average</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">remaining</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 85px; text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Aggregate</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:55px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Shares</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 105px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:105px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">exercise price</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:100px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">contractual term</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">intrinsic value</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Outstanding stock options at December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">51,748</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 90px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.45</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Granted</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3,506</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">17.58</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Exercised</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(16,001)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9.91</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Forfeited</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(267)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.93</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Expired</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(182)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.62</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:left;border-color:#000000;min-width:100px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:left;border-color:#000000;min-width:70px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Outstanding stock options at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">38,804</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.63</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5.82</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">202</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Vested and expected to vest at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; border-top-style:double;border-top-width:3px;text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">37,856</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.58</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5.17</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">199</font></td></tr><tr style="height: 16px"><td style="width: 30px; text-align:left;border-color:#000000;min-width:30px;">&#160;</td><td style="width: 255px; text-align:left;border-color:#000000;min-width:255px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Exercisable at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">29,397</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 90px; text-align:right;border-color:#000000;min-width:90px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.27</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 100px; text-align:right;border-color:#000000;min-width:100px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4.99</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">165</font></td></tr></table></div> 0.2573 0.3900 37856000 29397000 11.45 17.58 9.91 11.93 11.62 12.63 12.58 12.27 199000000 202000000 165000000 51748000 3506000 16001000 267000 182000 38804000 P4Y11M26D P5Y2M1D P5Y9M25D <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Weighted-</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Restricted Stock</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Average Grant</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Rights</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 90px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:90px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Date Fair Value</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Unvested restricted stock rights balance at December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">25,605</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.29</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Granted</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5,520</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">16.31</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Vested</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(7,841)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.64</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Forfeited</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(719)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11.92</font></td></tr><tr style="height: 16px"><td style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Unvested restricted stock rights balance at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">22,565</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12.63</font></td></tr></table></div> 77000000 20000000 28000000 25605000 5520000 7841000 719000 22565000 12.29 16.31 12.64 11.92 12.63 104000000 25000000 47000000 29000000 47000000 57000000 21000000 P1Y4M28D <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Cost of sales - software royalties and amortization</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">17</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">10</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Product development</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">33</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">20</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">40</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Sales and marketing</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">7</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">General and administrative</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">53</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">89</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">47</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense before income taxes</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">110</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">126</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">103</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Income tax benefit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(40)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(46)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(38)</font></td></tr><tr style="height: 17px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total stock-based compensation expense, net of income tax benefit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">70</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">80</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">65</font></td></tr></table></div> 100000000 17000000 P1Y6M P1Y4M2D 57000000 45000000 37000000 110000000 17000000 33000000 7000000 53000000 126000000 9000000 20000000 8000000 89000000 103000000 40000000 10000000 6000000 47000000 40000000 46000000 38000000 70000000 80000000 65000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 85px; text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Software</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 85px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:85px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Development</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2010</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">20</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense capitalized and deferred during period</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">27</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Amortization of capitalized and deferred stock-based compensation expense</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(37)</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2011</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">10</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense capitalized and deferred during period</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">27</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Amortization of capitalized and deferred stock-based compensation expense</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(18)</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2012</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">19</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation expense capitalized and deferred during period</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">34</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Amortization of capitalized and deferred stock-based compensation expense</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 70px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(31)</font></td></tr><tr style="height: 17px"><td style="width: 415px; text-align:left;border-color:#000000;min-width:415px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Balance at December 31, 2013</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:70px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">22</font></td></tr></table></div> 20000000 27000000 10000000 27000000 19000000 34000000 22000000 37000000 18000000 31000000 <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">16. Restructuring</font></p><p style='margin-top:0pt; margin-bottom:6pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On February&#160;3, 2011, the Board of Directors of the Company authorized a restructuring plan (the &#8220;2011 Restructuring&#8221;) involving a focus on the development and publication of a reduced slate of titles on a going-forward basis. The 2011 Restructuring included the discontinuation of the development of music-based games, the closure of the related business unit and the cancellation of other titles then in production, along with a related reduction in studio headcount and corporate overhead.</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table details the amount of the 2011 Restructuring reserves included in &#8220;Accrued Expenses and Other Liabilities&#8221; in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> at December 31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3, </font><font style="font-family:Times New Roman;font-size:10pt;">201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">, and 2011</font><font style="font-family:Times New Roman;font-size:10pt;"> (amounts in&#160;millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 150px; text-align:left;border-color:#000000;min-width:150px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Contract</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 150px; text-align:left;border-color:#000000;min-width:150px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Facilities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">termination</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 150px; text-align:left;border-color:#000000;min-width:150px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Severance</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at January 1, 2011</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs charged to expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">20</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">25</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs paid or otherwise settled</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(16)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(18)</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2011</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">7</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs paid or otherwise settled</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs paid or otherwise settled</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The 2011 Restructuring charges for the year ended December 31, 2011 was $25 million.&#160; These charges, as well as the 2011 Restructuring reserve balances at December 31, 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> and</font><font style="font-family:Times New Roman;font-size:10pt;"> 2012</font><font style="font-family:Times New Roman;font-size:10pt;"> were recorded within our Activision segment. We completed the 2011 Restructuring as of December 31, 2011 and we do not expect to incur significant additional restruc</font><font style="font-family:Times New Roman;font-size:10pt;">turing expenses relating theret</font><font style="font-family:Times New Roman;font-size:10pt;">o.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 150px; text-align:left;border-color:#000000;min-width:150px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Contract</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 150px; text-align:left;border-color:#000000;min-width:150px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Facilities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">termination</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:left;border-color:#000000;min-width:50px;">&#160;</td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 150px; text-align:left;border-color:#000000;min-width:150px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Severance</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 65px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:65px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at January 1, 2011</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs charged to expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">20</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">25</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs paid or otherwise settled</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(16)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(18)</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2011</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">7</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs paid or otherwise settled</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Costs paid or otherwise settled</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 50px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 14px"><td style="width: 47px; text-align:left;border-color:#000000;min-width:47px;">&#160;</td><td colspan="2" style="width: 160px; text-align:left;border-color:#000000;min-width:160px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Balance at December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 50px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:50px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td></tr></table></div> 0 0 0 0 20000000 4000000 1000000 16000000 1000000 1000000 18000000 4000000 3000000 0 7000000 4000000 0 0 4000000 0 0 0 0 0 3000000 0 3000000 0 3000000 0 3000000 0 0 25000000 <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">17</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;"> In</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">terest</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;"> and Other Investment Income (Expense), Net</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">In</font><font style="font-family:Times New Roman;font-size:10pt;">terest</font><font style="font-family:Times New Roman;font-size:10pt;"> and other </font><font style="font-family:Times New Roman;font-size:10pt;">investment </font><font style="font-family:Times New Roman;font-size:10pt;">income (expense), net </font><font style="font-family:Times New Roman;font-size:10pt;">is</font><font style="font-family:Times New Roman;font-size:10pt;"> comprised of the following (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 325px; text-align:left;border-color:#000000;min-width:325px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31, </font></td></tr><tr style="height: 17px"><td style="width: 21px; text-align:center;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 325px; text-align:center;border-color:#000000;min-width:325px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">5</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">14</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(4)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest expense from debt and amortization of debt discount</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 325px; text-align:left;border-color:#000000;min-width:325px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">and deferred financing costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(58)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Net realized gain (loss) on foreign exchange contracts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(7)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest and other investment income (expense), net</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(53)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">7</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3</font></td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 325px; text-align:left;border-color:#000000;min-width:325px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31, </font></td></tr><tr style="height: 17px"><td style="width: 21px; text-align:center;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 325px; text-align:center;border-color:#000000;min-width:325px;">&#160;</td><td style="width: 10px; text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">5</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">14</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(4)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest expense from debt and amortization of debt discount</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 21px; text-align:left;border-color:#000000;min-width:21px;">&#160;</td><td style="width: 325px; text-align:left;border-color:#000000;min-width:325px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">and deferred financing costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(58)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Net realized gain (loss) on foreign exchange contracts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(7)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 346px; text-align:left;border-color:#000000;min-width:346px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Interest and other investment income (expense), net</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(53)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">7</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">3</font></td></tr></table></div> 0 0 1000000 2000000 4000000 -7000000 58000000 0 0 5000000 6000000 14000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">1</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">8</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Income T</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">axes</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;"> </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Domestic and foreign income (loss) before income taxes and details of the income tax expense (benefit) are as follows (amounts in&#160;millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Income before income tax expense:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Domestic</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">626</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">668</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">623</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">693</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">790</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">708</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1,319</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1,458</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1,331</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Income tax expense (benefit):</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Current:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Federal</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">100</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">256</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">144</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">State</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">14</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(2)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Foreign</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">49</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">28</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total current</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">137</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">319</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">170</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Federal</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">134</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">12</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">61</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">State</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(12)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(11)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(4)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Foreign</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">39</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(11)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">19</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total deferred</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">161</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(10)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">76</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Add back tax benefit credited to additional paid-in capital:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Excess tax benefit associated with stock options</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Income tax expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">246</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The items accounting for the difference between income taxes computed at the U.S. federal statutory income tax rate and the income tax expense (benefit) (the effective tax rate) for each of the years are as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 18px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="17" style="width: 410px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:410px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 18px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 130px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:130px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 130px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:130px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 130px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:130px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Federal income tax provision at statutory rate</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">462</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">35</font></td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">510</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">35</font></td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">466</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">35</font></td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">State taxes, net of federal benefit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">6</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">18</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Research and development credits</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(49)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(10)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(21)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(2)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Domestic production activity deduction</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(9)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(17)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(15)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign rate differential</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(174)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(13)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(241)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(17)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(202)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(15)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Change in tax reserves</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">89</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">7</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">53</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">23</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Shortfall from employee stock option exercises</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Return to provision adjustment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(44)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Net Operating Loss tax attribute received</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">from Internal Revenue Service audit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(46)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Net Operating Loss tax attribute assumed</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">from Purchase Transaction</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(16)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Other</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">25</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Income tax expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">23</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">246</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">19</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">In connection with the Purchase Transaction, we assumed certain tax attributes of New VH, which generally consist of New VH's net operating loss (&#8220;NOL&#8221;) carryforwards of approximately $676 million, which represent a potential future tax benefit of approximately $237 million. </font><font style="font-family:Times New Roman;font-size:10pt;">The utilization of such NOL </font><font style="font-family:Times New Roman;font-size:10pt;">carryforwards </font><font style="font-family:Times New Roman;font-size:10pt;">will be subject to certain annual limitation</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> and will begin to expire in 2021</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">The Company also obtained indemnification from Vivendi against losses attributable to the disallowance of claimed utilization of such NOL carryforwards of up to $200 million in unrealized tax benefits in the aggregate, limited to taxable years ending on or prior to December 31, 2016. No benefit for these tax attributes or indemnification was recorded upon the close of the Purchase Transaction </font><font style="font-family:Times New Roman;font-size:10pt;">as the benefit from these tax attributes did not meet the </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;</font><font style="font-family:Times New Roman;font-size:10pt;">more</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">likely</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">than</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">not</font><font style="font-family:Times New Roman;font-size:10pt;">&#8221;</font><font style="font-family:Times New Roman;font-size:10pt;"> standard.</font><font style="font-family:Times New Roman;font-size:10pt;"> As of December 31, 2013, we utilized $45 million of the NOL</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> which resulted in a be</font><font style="font-family:Times New Roman;font-size:10pt;">nefit of $16 million</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and a corresponding reserve </font><font style="font-family:Times New Roman;font-size:10pt;">was established</font><font style="font-family:Times New Roman;font-size:10pt;"> as</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">the position did not meet the </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;</font><font style="font-family:Times New Roman;font-size:10pt;">more</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">likely</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">than</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">not</font><font style="font-family:Times New Roman;font-size:10pt;">&#8221;</font><font style="font-family:Times New Roman;font-size:10pt;"> standard</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> An indemnification asset </font><font style="font-family:Times New Roman;font-size:10pt;">of $16 million </font><font style="font-family:Times New Roman;font-size:10pt;">has</font><font style="font-family:Times New Roman;font-size:10pt;"> been recorded in &#8220;Other Assets&#8221;</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">correspondingly, the </font><font style="font-family:Times New Roman;font-size:10pt;">same </font><font style="font-family:Times New Roman;font-size:10pt;">amount has been recorded as a reduction </font><font style="font-family:Times New Roman;font-size:10pt;">to the consideration paid for the shares repurchased </font><font style="font-family:Times New Roman;font-size:10pt;">in &#8220;Treasury Stock&#8221; (see Note 1 of the Notes to Consolidated Financial Statements for details about the share repurchase).</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As previously disclosed, on July 9, 2008, the Business Combination occurred amongst Vivendi, the Company and certain of their respective subsidiaries, pursuant to which Vivendi Games, then a member of the consolidated U.S. tax group of Vivendi's subsidiary, Vivendi Holdings I Corp. (&#8220;VHI&#8221;), became a subsidiary of the Company. As a result of the Business Combination, the favorable tax attributes of Vivendi Games carried forward to the Company. In late August 2012, VHI settled a federal income tax audit with the Internal Revenue Service (&#8220;IRS&#8221;) for the tax years ended December 31, 2002, 2003, and 2004. In connection with the settlement agreement, VHI's consolidated federal </font><font style="font-family:Times New Roman;font-size:10pt;">NOL </font><font style="font-family:Times New Roman;font-size:10pt;">carryovers were adjusted and allocated to various companies that were part of its consolidated group during the relevant periods. This allocation resulted in a $132 million federal </font><font style="font-family:Times New Roman;font-size:10pt;">NOL </font><font style="font-family:Times New Roman;font-size:10pt;">allocation to Vivendi Games. In September 2012, the Company filed an amended tax return for its December 31, 2008 tax year to utilize these additional federal net operating losses allocated as a result of the aforementioned settlement, resulting in the recording of a one-time tax benefit of $46 million. </font><font style="font-family:Times New Roman;font-size:10pt;">Prior to the settlement, and given the uncertainty of the VHI audit, the Company had insufficient information to allow it to record or disclose any information related to the audit until the quarter ended September 30, 2012, as disclosed in the Company's Form 10-Q for that period.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law by the President of the United States. Under the provisions of the American Taxpayer Relief Act of 2012, the research and development (&#8220;R&amp;D&#8221;) tax credit that had expired December 31, 2011, was reinstated retroactively to January 1, 2012, and expired on December 31, 2013.&#160; The Company recorded the impact of the extension of the R&amp;D tax credit related to the tax year ended December 31, 2012, as a discrete item the first quarter of 2013. The impact of the extension of the R&amp;D tax credit resulted in a </font><font style="font-family:Times New Roman;font-size:10pt;">net </font><font style="font-family:Times New Roman;font-size:10pt;">tax benefit of approximately $</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;"> million related to the tax year ended December 31, 2012.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Deferred income taxes reflect the net tax effects of temporary differences between the amounts of assets and liabilities for accounting purposes and the amounts used for income tax purposes. The components of the net deferred tax assets (liabilities) are as follows (amounts in&#160;millions)</font><font style="font-family:Times New Roman;font-size:10pt;">:</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 160px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:160px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">As of December 31,</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax assets:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Reserves and allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Allowance for sales returns and price protection</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">63</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">56</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Inventory reserve</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Accrued expenses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">48</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">65</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Deferred revenue</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">273</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">357</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Tax credit carryforwards</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">81</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">62</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Net operating loss carryforwards</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">14</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">91</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">119</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Foreign deferred assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">13</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">7</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Transaction costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Other</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">611</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">698</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Valuation allowance</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax assets, net of valuation allowance</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">611</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">698</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax liabilities:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Intangibles</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(152)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(161)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Prepaid royalties</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(71)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Capitalized software development expenses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(60)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(54)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">State taxes</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(27)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(21)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax liabilities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(310)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(236)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Net deferred tax assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">301</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">462</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As of </font><font style="font-family:Times New Roman;font-size:10pt;">December 31, 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> we have various state </font><font style="font-family:Times New Roman;font-size:10pt;">NOL</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">carryforwards</font><font style="font-family:Times New Roman;font-size:10pt;"> totaling $1</font><font style="font-family:Times New Roman;font-size:10pt;">6</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million </font><font style="font-family:Times New Roman;font-size:10pt;">that will begin to expire in 201</font><font style="font-family:Times New Roman;font-size:10pt;">4</font><font style="font-family:Times New Roman;font-size:10pt;">. We have tax credit </font><font style="font-family:Times New Roman;font-size:10pt;">carryforwards</font><font style="font-family:Times New Roman;font-size:10pt;"> of $6&#160;millio</font><font style="font-family:Times New Roman;font-size:10pt;">n</font><font style="font-family:Times New Roman;font-size:10pt;"> and $</font><font style="font-family:Times New Roman;font-size:10pt;">75</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million for federal and state purposes, respectively, which begin to expire in fiscal 2016.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">Through our foreign operations, we have approximately $37&#160;million in </font><font style="font-family:Times New Roman;font-size:10pt;">NOL </font><font style="font-family:Times New Roman;font-size:10pt;">carryforwards</font><font style="font-family:Times New Roman;font-size:10pt;"> at December 31, 2</font><font style="font-family:Times New Roman;font-size:10pt;">013, attributed mainly to losses in France and Ireland</font><font style="font-family:Times New Roman;font-size:10pt;">, the majority of which can </font><font style="font-family:Times New Roman;font-size:10pt;">be carried forward indefinitely</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We evaluate our deferred tax assets, including net operating losses</font><font style="font-family:Times New Roman;font-size:10pt;"> and tax credits</font><font style="font-family:Times New Roman;font-size:10pt;">, to determine if a valuation allowance is required. We assess whether a valuation allowance should be established or released based on the consideration of all available evidence using a &#8220;more</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">likely</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">than</font><font style="font-family:Times New Roman;font-size:10pt;">-</font><font style="font-family:Times New Roman;font-size:10pt;">not&#8221; standard.</font><font style="font-family:Times New Roman;font-size:10pt;"> Realization of the U.S. deferred tax assets is dependent upon the continued generation of sufficient taxable income. </font><font style="font-family:Times New Roman;font-size:10pt;">In making such judgments, significant weight is given to evidence th</font><font style="font-family:Times New Roman;font-size:10pt;">at can be objectively verified. Although realization is not assured, management believes it is more likely than not that the net carrying value of the U.S. deferred tax assets will be realized. </font><font style="font-family:Times New Roman;font-size:10pt;">At </font><font style="font-family:Times New Roman;font-size:10pt;">December 31, 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">and 2012</font><font style="font-family:Times New Roman;font-size:10pt;">, there</font><font style="font-family:Times New Roman;font-size:10pt;"> are no valuation allowances on deferred tax assets. </font></p><p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Cumulative undistributed earnings of foreign subsidiaries for which no deferred taxes have been provided approximated $</font><font style="font-family:Times New Roman;font-size:10pt;">2,593&#160;million at December 31, 2013</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> Deferred income taxes on these earnings have not been provided as these amounts are consider</font><font style="font-family:Times New Roman;font-size:10pt;">ed to be permanent in duration. </font><font style="font-family:Times New Roman;font-size:10pt;">Determination of the unrecognized deferred tax liability on unremitted foreign earnings is not practicable because of the complexity of the hypothetical calculation. In the event of a distribution of these earnings to the U.S. in the form of a dividend, we may be subject to both foreign withholding taxes and U.S. income taxes net of allowable foreign tax credits.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Vivendi Games results for the period January 1, 2008 through July 9, 2008 are included in the consolidated federal and certain foreign,</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">state and local income tax returns filed by Vivendi or its affiliates while Vivendi Games results for the period July 10, 2008 through</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">December 31, 2008 are included in the consolidated federal and certain foreign, state and local income tax returns filed by Activision Blizzard.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">Vivendi Games tax years 2005 through 20</font><font style="font-family:Times New Roman;font-size:10pt;">10</font><font style="font-family:Times New Roman;font-size:10pt;"> remain open to examination by the major taxing authorities. The Internal Revenue Service is</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">currently examining Vivendi Games tax returns for the 2005 through 2008 tax years. Although the final resolution of the examination is</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">material adverse effect on the Company's consolidated financial position, liquidity or results of operations.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Activision Blizzard's tax years 2008 through 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;"> remain open to examination by the major taxing jurisdictions to which we are</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">subject. The Internal Revenue Service is currently examining the Company's federal tax returns for the 2008 and 2009 tax years.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">The Company</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">also has several state and non-U.S. audits pending. Although the final resolution of the Company's global tax disputes is uncertain, based on</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">on the Company's consolidated financial position, liquidity or results of operations. However, an unfavorable resolution of the Company's global</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">tax disputes could have a material adverse effect on our business and results of operations in the period in which the matters are ultimately</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">resolved.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As of December 31, 2013, we had approximately $</font><font style="font-family:Times New Roman;font-size:10pt;">294</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million in total unrecognized tax benefits</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">all </font><font style="font-family:Times New Roman;font-size:10pt;">of which would affect our effective tax rate if recognized.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> A reconciliation of unrecognized tax benefits for the years ended December&#160;31, 2013, 2012 and 2011 is as follows</font><font style="font-family:Times New Roman;font-size:10pt;"> (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Unrecognized tax benefits balance at January 1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">207</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">154</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">132</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Gross increase for tax positions of prior years</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Gross increase for tax positions of current year</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">91</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">59</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">65</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Settlement with taxing authorities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(8)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Lapse of statute of limitations</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(5)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(47)</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Unrecognized tax benefits balance at December 31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">294</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">207</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">154</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:8pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">A</font><font style="font-family:Times New Roman;font-size:10pt;">s of December 31, 2013 and 2012, we reflected $</font><font style="font-family:Times New Roman;font-size:10pt;">271</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million and $197&#160;million, respectively, of income tax liabilities as non-current liabilities because payment of cash or settlement is not anticipated within one year of the balance sheet date. These non-current income tax liabilities are recorded in &#8220;Other liabilities&#8221; in our consolidated balance sheets as of December 31, 2013 and 2012.</font></p><p style='margin-top:0pt; margin-bottom:8pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We recognize interest and penalties related to uncertain tax positions in &#8220;Income tax expense.&#8221; As of December 31, 2013 and 2012, we had approximately $</font><font style="font-family:Times New Roman;font-size:10pt;">13</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million and $11 million, respectively, of accrued interest and penalties related to uncertain tax positions. </font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">For the year ended December 31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, we recorded $</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million of interest expense related to uncertain tax positions.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">For the</font><font style="font-family:Times New Roman;font-size:10pt;"> year ended December 31, </font><font style="font-family:Times New Roman;font-size:10pt;">2012, we did not have any material interest expense and penalties related to uncertain tax positions. For the year ended December 31, 2011, we recorded $1&#160;million of interest expense related to uncertain tax positions.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Based on the current status with the IRS, there is insufficient information to identify any significant changes in unrecognized tax benefits in the next twelve months. However, the Company may recognize a be</font><font style="font-family:Times New Roman;font-size:10pt;">nefit of up to approximately $</font><font style="font-family:Times New Roman;font-size:10pt;">23</font><font style="font-family:Times New Roman;font-size:10pt;"> million related to the settlement of tax audits and/or the expiration of statutes of limitations in the next twelve months.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Although the final resolution of the Company's global tax disputes, audits, or any particular issue with the applicable taxing authority is uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, any settlement or resolution of the Company's global tax disputes, audits, or any particular issue </font><font style="font-family:Times New Roman;font-size:10pt;">with the applicable taxing authority could have a material favorable or unfavorable effect on our business and results of operations in the period in which the matters are ultimately resolved</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Income before income tax expense:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Domestic</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">626</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">668</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">623</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">693</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">790</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">708</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1,319</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1,458</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1,331</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Income tax expense (benefit):</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Current:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Federal</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">100</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">256</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">144</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">State</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">6</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">14</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(2)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Foreign</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">49</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">28</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total current</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">137</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">319</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">170</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Federal</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">134</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">12</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">61</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">State</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(12)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(11)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(4)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Foreign</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">39</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(11)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">19</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 390px; text-align:left;border-color:#000000;min-width:390px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total deferred</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">161</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">(10)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">76</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Add back tax benefit credited to additional paid-in capital:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 405px; text-align:left;border-color:#000000;min-width:405px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Excess tax benefit associated with stock options</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 420px; text-align:left;border-color:#000000;min-width:420px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Income tax expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">246</font></td></tr></table></div> 626000000 693000000 100000000 6000000 31000000 137000000 134000000 -12000000 39000000 668000000 790000000 256000000 14000000 49000000 319000000 12000000 -11000000 -11000000 623000000 708000000 144000000 -2000000 28000000 170000000 61000000 -4000000 19000000 161000000 -10000000 76000000 11000000 0 0 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 18px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="17" style="width: 410px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:410px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 18px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 130px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:130px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 130px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:130px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 130px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:130px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Federal income tax provision at statutory rate</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">462</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">35</font></td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">510</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">35</font></td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">466</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">35</font></td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">State taxes, net of federal benefit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">6</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">18</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Research and development credits</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(49)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(10)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(21)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(2)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Domestic production activity deduction</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(9)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(17)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(15)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Foreign rate differential</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(174)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(13)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(241)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(17)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(202)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(15)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Change in tax reserves</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">89</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">7</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">53</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">23</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Shortfall from employee stock option exercises</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Return to provision adjustment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(44)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Net Operating Loss tax attribute received</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">from Internal Revenue Service audit</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(46)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Net Operating Loss tax attribute assumed</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:left;border-color:#000000;min-width:45px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 220px; text-align:left;border-color:#000000;min-width:220px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">from Purchase Transaction</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(16)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Other</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">25</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">12</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td></tr><tr style="height: 16px"><td colspan="2" style="width: 235px; text-align:left;border-color:#000000;min-width:235px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Income tax expense</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">23</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">309</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">21</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">246</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 45px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:45px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">19</font></td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">%</font></td></tr></table></div> 462000000 6000000 49000000 9000000 -174000000 89000000 0 -3000000 3000000 510000000 31000000 10000000 17000000 -241000000 53000000 8000000 -4000000 25000000 466000000 18000000 21000000 15000000 -202000000 23000000 9000000 -44000000 12000000 0.35 0 -0.04 -0.01 -0.13 0.07 0.00 0.00 0 0.23 0.35 0.02 -0.01 -0.01 -0.17 0.04 0.00 0.00 0.02 0.21 0.35 0.01 -0.02 -0.01 -0.15 0.02 0.01 -0.03 0.01 0.19 16000000 0 0 -0.01 0.00 0.00 0 -46000000 0 0 -0.03 0.00 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="5" style="width: 160px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:160px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">As of December 31,</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax assets:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Reserves and allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Allowance for sales returns and price protection</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">63</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">56</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Inventory reserve</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Accrued expenses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">48</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">65</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Deferred revenue</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">273</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">357</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Tax credit carryforwards</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">81</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">62</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Net operating loss carryforwards</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">14</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Stock-based compensation</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">91</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">119</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Foreign deferred assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">13</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">7</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Transaction costs</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Other</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">2</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">611</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">698</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Valuation allowance</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax assets, net of valuation allowance</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">611</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">698</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax liabilities:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Intangibles</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(152)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(161)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Prepaid royalties</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(71)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Capitalized software development expenses</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(60)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(54)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 300px; text-align:left;border-color:#000000;min-width:300px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">State taxes</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(27)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(21)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Deferred tax liabilities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(310)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(236)</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 315px; text-align:left;border-color:#000000;min-width:315px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Net deferred tax assets</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">301</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">462</font></td></tr></table></div> 3000000 63000000 8000000 48000000 273000000 81000000 11000000 91000000 13000000 9000000 611000000 0 611000000 152000000 71000000 60000000 -27000000 310000000 301000000 11000000 56000000 5000000 65000000 357000000 62000000 14000000 119000000 7000000 2000000 698000000 0 698000000 161000000 0 54000000 -21000000 236000000 462000000 11000000 0 45000000 132000000 676000000 -237000000 200000000 16000000 12000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 245px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:245px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Unrecognized tax benefits balance at January 1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">207</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">154</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">132</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Gross increase for tax positions of prior years</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">3</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Gross increase for tax positions of current year</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">91</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">59</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">65</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Settlement with taxing authorities</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(8)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Lapse of statute of limitations</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(5)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(1)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(47)</font></td></tr><tr style="height: 16px"><td style="width: 370px; text-align:left;border-color:#000000;min-width:370px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Unrecognized tax benefits balance at December 31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">294</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">207</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">154</font></td></tr></table></div> 6000000 75000000 37000000 2593000000 294000000 132000000 4000000 65000000 0 47000000 154000000 3000000 59000000 -8000000 1000000 207000000 1000000 91000000 0 5000000 294000000 16000000 271000000 197000000 11000000 13000000 1000000 23000000 2000000 0 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">1</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">9</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Computation of </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">B</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">asic/</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">D</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">iluted </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">E</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">arnings </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">P</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">er</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;"> </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">C</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ommon </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">S</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">hare</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The following table sets forth the computation of basic and diluted earnings per common share (amounts in millions, except per share data):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 285px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:285px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 87px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:87px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 87px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:87px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 87px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:87px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Numerator:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Consolidated net income</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,010</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,149</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,085</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Less: Distributed earnings to unvested stock-based awards</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">that participate in earnings</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(5)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Less: Undistributed earnings allocated to unvested stock-based</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">awards that participate in earnings</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(18)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(20)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(13)</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Numerator for basic and diluted earnings per common share - income</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">available to common shareholders</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">987</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,125</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,069</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Denominator:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Denominator for basic earnings per common share - weighted-average</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">common shares outstanding</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,024</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,112</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,148</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Effect of potential dilutive common shares under the treasury stock</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">method: Employee stock options</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">6</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Denominator for diluted earnings per common share - weighted-</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">average common shares outstanding plus dilutive effect</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">of employee stock options</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,035</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,118</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,156</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Basic earnings per common share</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.96</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1.01</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.93</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Diluted earnings per common share</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.95</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1.01</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.92</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Our unvested restricted stock rights (including restricted stock units, restricted stock awards, and performance shares) </font><font style="font-family:Times New Roman;font-size:10pt;">met the definition of</font><font style="font-family:Times New Roman;font-size:10pt;"> participating securities </font><font style="font-family:Times New Roman;font-size:10pt;">based on their respective </font><font style="font-family:Times New Roman;font-size:10pt;">rights to dividends or dividend equivalents</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> Therefore, </font><font style="font-family:Times New Roman;font-size:10pt;">we are required to use the two-class method in our computation of basic and diluted earnings per common share. For the years ended December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013</font><font style="font-family:Times New Roman;font-size:10pt;"> and 2012</font><font style="font-family:Times New Roman;font-size:10pt;">, we had outstanding unvested restricted stock rights with respect to </font><font style="font-family:Times New Roman;font-size:10pt;">24</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million shares of common stock on a weig</font><font style="font-family:Times New Roman;font-size:10pt;">hted-average basis</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Potential common shares are not included in the denominator of the diluted earnings per common share calculation when </font><font style="font-family:Times New Roman;font-size:10pt;">the </font><font style="font-family:Times New Roman;font-size:10pt;">inclusion of such shares would be anti-dilutive. Therefore, options to acquire </font><font style="font-family:Times New Roman;font-size:10pt;">5 million, 25 million</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">25</font><font style="font-family:Times New Roman;font-size:10pt;"> million shares of common stock were not included in the calculation of diluted earnings per common share for the years ended December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 2013</font><font style="font-family:Times New Roman;font-size:10pt;">, 2012</font><font style="font-family:Times New Roman;font-size:10pt;">, and 201</font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">respectively, </font><font style="font-family:Times New Roman;font-size:10pt;">as the effect of their inclusion would be anti-dilutive.</font></p> 5000000 4000000 18000000 20000000 987000000 1125000000 11000000 6000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="8" style="width: 285px; border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:285px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 87px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:87px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 87px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:87px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:center;border-color:#000000;min-width:12px;">&#160;</td><td colspan="2" style="width: 87px; border-top-style:solid;border-top-width:2px;border-bottom-style:solid;border-bottom-width:2px;text-align:center;border-color:#000000;min-width:87px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 15px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:2px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:2px;text-align:right;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Numerator:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Consolidated net income</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,010</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,149</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,085</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Less: Distributed earnings to unvested stock-based awards</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">that participate in earnings</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(5)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(4)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(3)</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Less: Undistributed earnings allocated to unvested stock-based</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">awards that participate in earnings</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(18)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(20)</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(13)</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Numerator for basic and diluted earnings per common share - income</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">available to common shareholders</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">987</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,125</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,069</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Denominator:</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Denominator for basic earnings per common share - weighted-average</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">common shares outstanding</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,024</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,112</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,148</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="3" style="width: 339px; text-align:left;border-color:#000000;min-width:339px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Effect of potential dilutive common shares under the treasury stock</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">method: Employee stock options</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">11</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">6</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td colspan="2" style="width: 320px; text-align:left;border-color:#000000;min-width:320px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Denominator for diluted earnings per common share - weighted-</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">average common shares outstanding plus dilutive effect</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">of employee stock options</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,035</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,118</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1,156</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Basic earnings per common share</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.96</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1.01</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.93</font></td></tr><tr style="height: 17px"><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 19px; text-align:left;border-color:#000000;min-width:19px;">&#160;</td><td style="width: 301px; text-align:left;border-color:#000000;min-width:301px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 75px; border-top-style:double;border-top-width:3px;text-align:left;border-color:#000000;min-width:75px;">&#160;</td></tr><tr style="height: 17px"><td colspan="4" style="width: 358px; text-align:left;border-color:#000000;min-width:358px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">Diluted earnings per common share</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.95</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1.01</font></td><td style="width: 12px; text-align:left;border-color:#000000;min-width:12px;">&#160;</td><td style="width: 12px; border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:12px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 75px; border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:75px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 0.92</font></td></tr></table></div> 3000000 13000000 1069000000 8000000 24000000 24000000 5000000 25000000 25000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">20</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Capital </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">T</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ransactions</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Stock Purchase Agreement</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">As described in Note 1</font><font style="font-family:Times New Roman;font-size:10pt;"> of the Notes to </font><font style="font-family:Times New Roman;font-size:10pt;">Consolidated Financial Statements, on </font><font style="font-family:Times New Roman;font-size:10pt;">October 11, 2013</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> we </font><font style="font-family:Times New Roman;font-size:10pt;">completed the Purchase Transaction, repurchasing</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">approximately </font><font style="font-family:Times New Roman;font-size:10pt;">429 million shares of our common stock for a cash payment of </font><font style="font-family:Times New Roman;font-size:10pt;">$5.83 billion</font><font style="font-family:Times New Roman;font-size:10pt;">, pursuant to the terms of the Stock Purchase Agreement</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">(refer to Note </font><font style="font-family:Times New Roman;font-size:10pt;">1</font><font style="font-family:Times New Roman;font-size:10pt;">2 of the</font><font style="font-family:Times New Roman;font-size:10pt;"> Notes to </font><font style="font-family:Times New Roman;font-size:10pt;">Consolidated Financial Statements</font><font style="font-family:Times New Roman;font-size:10pt;"> for </font><font style="font-family:Times New Roman;font-size:10pt;">financing </font><font style="font-family:Times New Roman;font-size:10pt;">details of the Purchase Transaction</font><font style="font-family:Times New Roman;font-size:10pt;">).</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;"> The </font><font style="font-family:Times New Roman;font-size:10pt;">r</font><font style="font-family:Times New Roman;font-size:10pt;">epurchased </font><font style="font-family:Times New Roman;font-size:10pt;">shares </font><font style="font-family:Times New Roman;font-size:10pt;">were recorded </font><font style="font-family:Times New Roman;font-size:10pt;">in</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;</font><font style="font-family:Times New Roman;font-size:10pt;">Treasury Stock</font><font style="font-family:Times New Roman;font-size:10pt;">&#8221;</font><font style="font-family:Times New Roman;font-size:10pt;"> in our consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">. </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Repurchase Program</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:45px;">On February&#160;2, 2012, our Board of Directors authorized a stock repurchase program under which we </font><font style="font-family:Times New Roman;font-size:10pt;">were authorized to</font><font style="font-family:Times New Roman;font-size:10pt;"> repurchase up to $1 billion&#160;of our common stock. </font><font style="font-family:Times New Roman;font-size:10pt;">During the year ended December 31, 2013, there were no repurchases pursuant to this stock repurchase program. </font><font style="font-family:Times New Roman;font-size:10pt;">During the year ended December&#160;31, 2012, we repurchased 4&#160;million shares of our common stock for $54&#160;million pursuant to </font><font style="font-family:Times New Roman;font-size:10pt;">this</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">tock </font><font style="font-family:Times New Roman;font-size:10pt;">r</font><font style="font-family:Times New Roman;font-size:10pt;">epurchase </font><font style="font-family:Times New Roman;font-size:10pt;">p</font><font style="font-family:Times New Roman;font-size:10pt;">rogram. </font><font style="font-family:Times New Roman;font-size:10pt;">The 2012 stock repurchase program expired on March 31, 2013.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:45px;">On February&#160;3, 2011, our Board of Directors author</font><font style="font-family:Times New Roman;font-size:10pt;">ized a stock repurchase program</font><font style="font-family:Times New Roman;font-size:10pt;"> under which we were authorized to repurchase up to $1.5 billion&#160;of our common stock. </font><font style="font-family:Times New Roman;font-size:10pt;">During the year ended December 31, 2012, we repurchased 22 million shares of our common stock for $261 million pursuant to this stock repurchase plan. </font><font style="font-family:Times New Roman;font-size:10pt;">During the year ended December&#160;31, 2011, we repurchased 59&#160;million shares of our common stock for $670&#160;million pursuant to th</font><font style="font-family:Times New Roman;font-size:10pt;">is</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">tock </font><font style="font-family:Times New Roman;font-size:10pt;">r</font><font style="font-family:Times New Roman;font-size:10pt;">epurchase </font><font style="font-family:Times New Roman;font-size:10pt;">p</font><font style="font-family:Times New Roman;font-size:10pt;">rogram. The 2011 </font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">tock </font><font style="font-family:Times New Roman;font-size:10pt;">r</font><font style="font-family:Times New Roman;font-size:10pt;">epurchase </font><font style="font-family:Times New Roman;font-size:10pt;">p</font><font style="font-family:Times New Roman;font-size:10pt;">rogram expired on March 31, 2012.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:45px;">On February&#160;10, 2010, our Board of Directors authorized a stock repurchase program under which we were authorized to repurchase up to $1&#160;billion of our common stock. In January 2011, we settled a $22 million purchase of </font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;"> million shares of our common stock that we had agreed to repurchase in December 2010 pursuant to th</font><font style="font-family:Times New Roman;font-size:10pt;">is</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">tock </font><font style="font-family:Times New Roman;font-size:10pt;">r</font><font style="font-family:Times New Roman;font-size:10pt;">epurchase </font><font style="font-family:Times New Roman;font-size:10pt;">p</font><font style="font-family:Times New Roman;font-size:10pt;">rogram. The 2010 </font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">tock </font><font style="font-family:Times New Roman;font-size:10pt;">r</font><font style="font-family:Times New Roman;font-size:10pt;">epurchase </font><font style="font-family:Times New Roman;font-size:10pt;">p</font><font style="font-family:Times New Roman;font-size:10pt;">rogram expired on December 31, 2010.</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Dividend</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">On </font><font style="font-family:Times New Roman;font-size:10pt;">February 6,</font><font style="font-family:Times New Roman;font-size:10pt;"> 201</font><font style="font-family:Times New Roman;font-size:10pt;">4</font><font style="font-family:Times New Roman;font-size:10pt;">, our Board of Directors declared a cash </font><font style="font-family:Times New Roman;font-size:10pt;">dividend of $0.</font><font style="font-family:Times New Roman;font-size:10pt;">20</font><font style="font-family:Times New Roman;font-size:10pt;"> per</font><font style="font-family:Times New Roman;font-size:10pt;"> common share</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> payable on May&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">14</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">4</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> to shareholders of record at the close of business on March&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">19</font><font style="font-family:Times New Roman;font-size:10pt;">, 201</font><font style="font-family:Times New Roman;font-size:10pt;">4.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">On February&#160;7, 2013, our Board of Directors declared a cash dividend of $0.19 per common share</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> payable on May&#160;15, 2013</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> to shareholders of record at the close of business on March&#160;20, 2013</font><font style="font-family:Times New Roman;font-size:10pt;">. O</font><font style="font-family:Times New Roman;font-size:10pt;">n May 15, 2013, we made an aggregate cash dividend payment of $</font><font style="font-family:Times New Roman;font-size:10pt;">212</font><font style="font-family:Times New Roman;font-size:10pt;"> million to such shareholders</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> and o</font><font style="font-family:Times New Roman;font-size:10pt;">n </font><font style="font-family:Times New Roman;font-size:10pt;">May</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">31</font><font style="font-family:Times New Roman;font-size:10pt;">, 2013, </font><font style="font-family:Times New Roman;font-size:10pt;">we </font><font style="font-family:Times New Roman;font-size:10pt;">made </font><font style="font-family:Times New Roman;font-size:10pt;">related</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">dividend equivalent payment</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of $</font><font style="font-family:Times New Roman;font-size:10pt;">4</font><font style="font-family:Times New Roman;font-size:10pt;"> million to the holders of restricted stock </font><font style="font-family:Times New Roman;font-size:10pt;">right</font><font style="font-family:Times New Roman;font-size:10pt;">s.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On February&#160;9, 2012, our Board of Directors declared a cash dividend of $0.18 per common share</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> payable on May&#160;16, 2012</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> to shareholders of record at the close of business on March&#160;21, 2012. On May 16, 2012, we made an aggregate cash dividend payment of $201 million to such shareholders</font><font style="font-family:Times New Roman;font-size:10pt;">, and on</font><font style="font-family:Times New Roman;font-size:10pt;"> June 1, 2012, </font><font style="font-family:Times New Roman;font-size:10pt;">we</font><font style="font-family:Times New Roman;font-size:10pt;"> made </font><font style="font-family:Times New Roman;font-size:10pt;">related </font><font style="font-family:Times New Roman;font-size:10pt;">dividend equivalent payments of $3 million to the holders of restricted stock units.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:54px;">On February&#160;9, 2011, our Board of Directors declared a cash dividend of $0.165 per common share</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> payable on May&#160;11, 2011</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> to shareholders of record at the close of business on March&#160;16, 2011. On May 11, 2011, we made an aggregate cash dividend payment of $192 million to such shareholders</font><font style="font-family:Times New Roman;font-size:10pt;">, and on </font><font style="font-family:Times New Roman;font-size:10pt;">August 12, 2011, </font><font style="font-family:Times New Roman;font-size:10pt;">we</font><font style="font-family:Times New Roman;font-size:10pt;"> made </font><font style="font-family:Times New Roman;font-size:10pt;">related </font><font style="font-family:Times New Roman;font-size:10pt;">dividend equivalent payments of $2 million to the holders of restricted stock units.</font></p> 1000000000 0 0 4000000 54000000 1500000000 59000000 670000000 1000000000 2000000 22000000 22000000 261000000 429000000 212000000 4000000 201000000 3000000 2000000 192000000 0.20 <p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">2</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">1</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">. Supplemental Cash Flow Information</font></p><p style='margin-top:0pt; margin-bottom:10pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Supplemental cash flow information is as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 230px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:230px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:70px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:70px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:70px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Supplemental cash flow information:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:55px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Cash paid for income taxes</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">138</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">159</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">317</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Cash paid for interest</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">19</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4</font></td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="8" style="width: 230px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:230px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">For the Years Ended December 31,</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:70px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:70px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 70px; border-top-style:solid;border-top-width:1px;border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:70px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">2011</font></td></tr><tr style="height: 17px"><td colspan="2" style="width: 215px; text-align:left;border-color:#000000;min-width:215px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Supplemental cash flow information:</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:55px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:55px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Cash paid for income taxes</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">138</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">159</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">317</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Cash paid for interest</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">19</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 55px; text-align:right;border-color:#000000;min-width:55px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">4</font></td></tr></table></div> 138000000 19000000 159000000 2000000 317000000 4000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">2</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">2</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Commitments and C</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ontingencies</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Letters of </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Credit</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">As described in Note 12 of the Notes to Consolidated Financial Statements, a portion of our Revolver can be used to issue letters of credit of up to $50 million, subject to the availability of the Revolver. At December 31, 2013, we did not issue </font><font style="font-family:Times New Roman;font-size:10pt;">any letter</font><font style="font-family:Times New Roman;font-size:10pt;"> of credit</font><font style="font-family:Times New Roman;font-size:10pt;"> under the Revolver</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We maintain two irrevocable standby letters of credit, which are required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Our standby letters of credit were for $10 million and 15 million </font><font style="font-family:Times New Roman;font-size:10pt;">Euros </font><font style="font-family:Times New Roman;font-size:10pt;">($21 million)</font><font style="font-family:Times New Roman;font-size:10pt;"> at December&#160;31, 2013</font><font style="font-family:Times New Roman;font-size:10pt;">, and $1</font><font style="font-family:Times New Roman;font-size:10pt;">5</font><font style="font-family:Times New Roman;font-size:10pt;"> million and 5 million </font><font style="font-family:Times New Roman;font-size:10pt;">Euros </font><font style="font-family:Times New Roman;font-size:10pt;">($7 million) </font><font style="font-family:Times New Roman;font-size:10pt;">at December 31,</font><font style="font-family:Times New Roman;font-size:10pt;"> 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">For the standby letter of credit denominated in U</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;">S</font><font style="font-family:Times New Roman;font-size:10pt;">.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">d</font><font style="font-family:Times New Roman;font-size:10pt;">ollars</font><font style="font-family:Times New Roman;font-size:10pt;">, u</font><font style="font-family:Times New Roman;font-size:10pt;">nder the terms of th</font><font style="font-family:Times New Roman;font-size:10pt;">e</font><font style="font-family:Times New Roman;font-size:10pt;"> arrangement</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">, we are required to maintain a compensating balance</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">on deposit with a bank</font><font style="font-family:Times New Roman;font-size:10pt;">, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but not reimbursed. </font><font style="font-family:Times New Roman;font-size:10pt;">Both</font><font style="font-family:Times New Roman;font-size:10pt;"> letter</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of credit </font><font style="font-family:Times New Roman;font-size:10pt;">were</font><font style="font-family:Times New Roman;font-size:10pt;"> undrawn at December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> and 201</font><font style="font-family:Times New Roman;font-size:10pt;">2</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Commitments</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">In the normal course of business, we enter into contractual arrangements with third parties for non-cancelable operating lease agreements for our offices, for the development of products and for the rights to intellectual property. Under these agreements, we commit to provide specified payments to a lessor, developer or intellectual property holder, as the case may be, based upon contractual arrangements. The payments to third-party developers are generally conditioned upon the achievement by the developers of contractually specified development milestones. Further, these payments to third-party developers and intellectual property holders typically are deemed to be advances and, as such, are recoupable against future royalties earned by the developer or intellectu</font><font style="font-family:Times New Roman;font-size:10pt;">al property holder based on </font><font style="font-family:Times New Roman;font-size:10pt;">sale</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> of the related game. Additionally, in connection with certain intellectual property rights</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> acquisitions and d</font><font style="font-family:Times New Roman;font-size:10pt;">evelopment agreements, we </font><font style="font-family:Times New Roman;font-size:10pt;">commit to spend specified amounts for marketing support for the game(s) which is</font><font style="font-family:Times New Roman;font-size:10pt;"> (are)</font><font style="font-family:Times New Roman;font-size:10pt;"> to be developed or in which the intellectual property will be utilized. Assuming all contractual provisions are met, the total future minimum commitments for these and other contractual arrangements in place at December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;"> are scheduled to be paid as follows (amounts in millions):</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 410px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:410px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Contractual Obligations (1)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Facility and</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Developer and</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Intellectual</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Leases</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Properties</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Marketing</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">For the years ending December 31,</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2014</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">34</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">145</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">74</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">253</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2015</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">16</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">55</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2016</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">27</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">30</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2017</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">26</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">29</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2018</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Thereafter</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">46</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">48</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">189</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">167</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">84</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">440</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:54px;">(1)</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;We have omitted uncertain tax liabilities from this table due to the inherent uncertainty regarding the timing of potential issue resolution. Specifically, either (a)&#160;the underlying positions have not been fully developed under audit to quantify at this time or, (b)&#160;the years relating to the issues for certain jurisdictions are not currently under audit. At December&#160;31, 201</font><font style="font-family:Times New Roman;font-size:10pt;">3</font><font style="font-family:Times New Roman;font-size:10pt;">, we had $</font><font style="font-family:Times New Roman;font-size:10pt;">294</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million of unrecognized tax benefits, of which $</font><font style="font-family:Times New Roman;font-size:10pt;">271</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million was included in &#8220;Other Liabilities&#8221; and $</font><font style="font-family:Times New Roman;font-size:10pt;">23</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;million was included in &#8220;Accrued Expenses and Other Liabilities&#8221; in </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> consolidated balance sheet</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:0px;">Legal Proceedings</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We are subject to various legal proceedings and claims. </font><font style="font-family:Times New Roman;font-size:10pt;">SEC regulations govern disclosure of legal proceedings in periodic report and </font><font style="font-family:Times New Roman;font-size:10pt;">FASB ASC Topic 450 governs the disclosure of loss contingencies and accrual of loss contingencies in respect of litigation and other claims. We record an accrual for a potential loss when it is probable that a loss will occur and the amount of the loss can be reasonably estimated. When the reasonable estimate of the potential loss is within a range of amounts, the minimum of the range of potential loss is accrued, unless a higher amount within the range is a better estimate than any other amount within the range. Moreover, even if an accrual is not required, we provide additional disclosure related to litigation and other claims when it is reasonably possible (</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">i.e.</font><font style="font-family:Times New Roman;font-size:10pt;">, more than remote) that the outcomes of such litigation and other claims include potential material adverse impacts on us.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The outcomes of legal proceedings and other claims are subject to significant uncertainties, many of which are outside our control. There is significant judgment required in the analysis of these matters, including the probability determination and whether a potential exposure can be reasonably estimated. In making these determinations, we, in consultation with outside counsel, examine the relevant facts and circumstances on a quarterly basis assuming, as applicable, a combination of settlement and litigated outcomes and strategies. Moreover, legal matters are inherently unpredictable and the timing of development of factors on which reasonable judgments and estimates can be based can be slow. As such, there can be no assurance that the final outcome of any legal matter will not materially and adversely affect our business, financial condition, results of operations, </font><font style="font-family:Times New Roman;font-size:10pt;">profitability, cash flows </font><font style="font-family:Times New Roman;font-size:10pt;">or liquidity.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Purchase Transaction Matters</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On August&#160;1, 2013, a purported shareholder of the Company filed a shareholder derivative action in the Superior Court of the State of California, County of Los Angeles, captioned </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Miller v. </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Kotick</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">, et al.</font><font style="font-family:Times New Roman;font-size:10pt;">, No.&#160;BC517086. The complaint names our Board of Directors and Vivendi as defendants, and the Company as a nominal defendant. The complaint alleges that our Board of Directors committed breaches of fiduciary duties, waste of corporate assets and unjust enrichment in connection with Vivendi's sale of its stake in the Company and that Vivendi also breached its fiduciary duties. The plaintiff further alleges that demand by it on our Board of Directors to institute action would be futile because a majority of our Board of Directors is not independent and a majority of the individual defendants face a substantial likelihood of liability for approving the transactions contemplated by the Stock Purchase Agreement. The complaint seeks, among other things, damages sustained by the Company, rescission of the transa</font><font style="font-family:Times New Roman;font-size:10pt;">ctions contemplated by the</font><font style="font-family:Times New Roman;font-size:10pt;"> Purchase Agreement, an order restricting our Chief Executive Officer, and our Chairman, from purchasing additional shares of our common stock and an order directing us to take necessary actions to improve and reform our corporate governance and internal procedures to comply with applicable law, including ordering a shareholder vote on certain amendments to our by-laws or charter that would require half of our Board of Directors to be independent of Messrs.&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">Kotick</font><font style="font-family:Times New Roman;font-size:10pt;"> and Kelly and Vivendi and a proposal to appoint a </font><font style="font-family:Times New Roman;font-size:10pt;">new independent Chair</font><font style="font-family:Times New Roman;font-size:10pt;">man of the Board of Directors. </font><font style="font-family:Times New Roman;font-size:10pt;">On January 28</font><font style="font-family:Times New Roman;font-size:10pt;">, 2014</font><font style="font-family:Times New Roman;font-size:10pt;">, the parties filed a stipulation and proposed order temporarily staying the California action.</font><font style="font-family:Times New Roman;font-size:10pt;"> On February 6, 2014, the court entered the order granting a stay of the California action.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">In addition, on August&#160;14, 2013, we received a letter dated August&#160;9, 2013 from a shareholder seeking, pursuant to Section&#160;220 of the Delaware General Corporation Law, to inspect the books and records of the Company to ascertain whether the Purchase Transaction and Private Sale were in the best interests of the Company.&#160; In response to that request, we provided the stockholder with certain materials under a confidentiality agreement. On September&#160;11, 2013, a complaint was filed under seal by the same stockholder in the Court of Chancery of the State of Delaware in an action captioned </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">&#160;v. </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Kotick</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">&#160;et&#160;al.</font><font style="font-family:Times New Roman;font-size:10pt;">, C.A.&#160;No.&#160;8884-VCL. A public version of that complaint was filed on September&#160;16, 2013. The allegations in the complaint were substantially similar to the allegations in the above referenced matter filed on August&#160;1, 2013.&#160; On October&#160;25, 2013, </font><font style="font-family:Times New Roman;font-size:10pt;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> filed an amended complaint under seal.&#160; The amended complaint added claims on behalf of an alleged class of Activision stockholders other than the Company's Chief Executive Officer and Chairman, Vivendi, ASAC, investors in ASAC and other stockholders affiliated with the investors of ASAC.&#160; The added class claims are against the Company's Chief Executive Officer and Chairman, the Vivendi affiliated directors, the members of the special committee of the Board formed in connection with the Company's consideration of the transactions with Vivendi and ASAC, and Vivendi</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">for breach of fiduciary duty</font><font style="font-family:Times New Roman;font-size:10pt;">, as well as aiding and abetting a breach of fiduciary duty against ASAC.&#160; The amended complaint removed the derivative claims for waste of corporate assets and disgorgement but continued to allege derivative claims for breach of fiduciary duties.&#160; The amended complaint seeks, among other things, certification of a class, damages, reformation of the Private Sale, and disgorgement of any alleged profits received by the Company's Chief Executive Officer, </font><font style="font-family:Times New Roman;font-size:10pt;">Chairman and ASAC.&#160; On October&#160;29, 2013, </font><font style="font-family:Times New Roman;font-size:10pt;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> filed a motion to consolidate the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> case with the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Hayes</font><font style="font-family:Times New Roman;font-size:10pt;"> case described below.&#160; On November&#160;2, 2013, the Court of Chancery consolidated the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">and</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> Hayes</font><font style="font-family:Times New Roman;font-size:10pt;"> cases and ordered the plaintiffs to file supplemental papers related to determining lead plaintiff and lead counsel no later than November&#160;8, 2013. On December 3, 2013, the court selected </font><font style="font-family:Times New Roman;font-size:10pt;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> as lead plaintiff. </font><font style="font-family:Times New Roman;font-size:10pt;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> filed a second amended complaint on December 11, 2013 and Activision filed an answer on January 31, 2014. Also on January 31, 2014, the special committee, ASAC, </font><font style="font-family:Times New Roman;font-size:10pt;">Messrs. </font><font style="font-family:Times New Roman;font-size:10pt;">Kotick</font><font style="font-family:Times New Roman;font-size:10pt;"> and Kelly</font><font style="font-family:Times New Roman;font-size:10pt;">, Vivendi and </font><font style="font-family:Times New Roman;font-size:10pt;">the Vivendi-affiliated directors each filed motions to dismiss certain claims in the second amended complaint.</font><font style="font-family:Times New Roman;font-size:10pt;"> On February 21, 2014, </font><font style="font-family:Times New Roman;font-size:10pt;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> filed a third amended complaint under seal. Responses to the complaint are due on March 4, 2014.</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">The trial </font><font style="font-family:Times New Roman;font-size:10pt;">is scheduled for December </font><font style="font-family:Times New Roman;font-size:10pt;">2014</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><div style="text-align:center;"><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></div><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On</font><font style="font-family:Times New Roman;font-size:10pt;"> September&#160;11, 2013, another stockholder of the Company filed a putative class action and stockholder derivative action in the Court of Chancery of the State of Delaware, captioned </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Hayes&#160;v. Activision Blizzard,&#160;Inc.,&#160;et&#160;al.</font><font style="font-family:Times New Roman;font-size:10pt;">, No.&#160;8885-VCL. The complaint names our Board of Directors, Vivendi, New VH, ASAC, the General Partner of ASAC, Davis Selected Advisers,&#160;L.P. (&#8220;Davis&#8221;) and Fidelity Management&#160;&amp; Research&#160;Co. (&#8220;FMR&#8221;) as defendants, and the Company as a nominal defendant. The complaint alleges that the defendants violated certain provisions of our Amended and Restated Certificate of Incorporation by failing to submit the matters contemplated by the Stock Purchase Agreement for approval by a majority of our stockholders (other than Vivendi and its controlled affiliates); that our Board of Directors committed breaches of their fiduciary duties in approving the Stock Purchase Agreement; that Vivendi violated fiduciary duties owed to other stockholders of the Company in entering into the Stock Purchase Agreement; that our Chief Executive Officer and our Chairman usurped a corporate opportunity from the Company; that our Board of Directors and Vivendi have engaged in actions to entrench our Board of Directors and officers in their offices; that the ASAC Entities, Davis and FMR aided and abetted breaches of fiduciary duties by the Board of Directors and Vivendi; and that our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR will be unjustly enriched through the Private Sale. The complaint seeks, among other things, the rescission of the Private Sale; an order requiring the transfer to the Company of all or part of the shares that are the subject of the Private Sale; an order implementing measures to eliminate or mitigate the alleged entrenching effects of the Private Sale; an order requiring our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR to disgorge to the Company the amounts by which they have allegedly been unjustly enriched; and alleged damages sustained by the class and the Company. In addition, the stockholder sought a temporary restraining order preventing the defendants from consummating the transactions contemplated by the Stock Purchase Agreement without stockholder approval. Following a hearing on the motion for a temporary restraining order, on September&#160;18, 2013, the Court of Chancery issued a preliminary injunction order, enjoining the consummation of the transactions contemplated by the Stock Purchase Agreement pending (a)&#160;the issuance of a final decision after a trial on the merits; (b)&#160;receipt of a favorable Activision Blizzard stockholder vote on the transactions contemplated by the Stock Purchase Agreement under Section&#160;9.1(b)&#160;of our Amended and Restated Certificate of Incorporation or (c)&#160;modification of such preliminary injunction order by the Court of Chancery or the Delaware Supreme Court. On September&#160;20, 2013, the Court of Chancery certified its order issuing the preliminary injunction for interlocutory appeal to the Delaware Supreme Court. The defendants moved the Delaware Supreme Court to accept and hear the appeal on an expedited basis. On September&#160;23, 2013, the Delaware Supreme Court accepted the appeal of the Court of Chancery's decision and granted the defendant's motion to hear the appeal on an expedited basis.&#160; Following a hearing on October&#160;10, 2013, the Delaware Supreme Court reversed the Court of Chancery's order issuing a preliminary injunction, and determined that the Stock Purchase Agreement was not a merger, business combination or similar transaction that would require a vote of Activision's unaffiliated stockholders under the charter.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On October&#160;29, 2013, an amended complaint was filed. It added factual allegations but no new claims or relief. Also on October&#160;29, 2013, Hayes filed a motion to consolidate the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Hayes</font><font style="font-family:Times New Roman;font-size:10pt;"> case with the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> case.&#160; As noted above, on November&#160;2, 2013, the Court of Chancery consolidated the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> </font><font style="font-family:Times New Roman;font-size:10pt;">and</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;"> Hayes</font><font style="font-family:Times New Roman;font-size:10pt;"> cases and ordered the plaintiffs to file supplemental papers related to determining lead plaintiff and lead counsel no later than November&#160;8, 2013. See the discussion above related to the </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> matter (now the consolidated matter) for any further updates to the status of the litigation.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">Further, on September&#160;18, 2013, the Company received a letter from another purported stockholder of the Company, Milton Pfeiffer, seeking, pursuant to Section&#160;220 of the Delaware General Corporation Law, to inspect the books and records of the Company to investigate potential wrongdoing or mismanagement in connection with the approval of the Stock Purchase Agreement. On November 11, 2013, Pfeiffer filed a lawsuit </font><font style="font-family:Times New Roman;font-size:10pt;">in the Court of Chancery of the State of Delaware </font><font style="font-family:Times New Roman;font-size:10pt;">pursuant to Delaware Section 220 containing claims similar to </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Hayes</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Miller</font><font style="font-family:Times New Roman;font-size:10pt;">. The Company answered on November 27, 2013. On January 21, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">On December 17, 2013, the Company received a letter from Mark </font><font style="font-family:Times New Roman;font-size:10pt;">Benston</font><font style="font-family:Times New Roman;font-size:10pt;"> requesting certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law. </font><font style="font-family:Times New Roman;font-size:10pt;">Benston</font><font style="font-family:Times New Roman;font-size:10pt;"> is represented by the same law firm as Pfeiffer. On January 2</font><font style="font-family:Times New Roman;font-size:10pt;">, 2014, </font><font style="font-family:Times New Roman;font-size:10pt;">Benston</font><font style="font-family:Times New Roman;font-size:10pt;"> filed a lawsuit </font><font style="font-family:Times New Roman;font-size:10pt;">in the Court of Chancery of the State of Delaware </font><font style="font-family:Times New Roman;font-size:10pt;">pursuant to Delaware Section 220 containing claims similar to </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Hayes</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pacchia</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Pfeiffer</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">Miller</font><font style="font-family:Times New Roman;font-size:10pt;">. The Company answered on January 17, 2014.</font><font style="font-family:Times New Roman;font-size:10pt;"> On February 14, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">We believe that the defendants have meritorious defenses and intend to defend each of these lawsuits vigorously. However, </font><font style="font-family:Times New Roman;font-size:10pt;">these lawsuits and any other lawsuits are subject to inherent uncertainties and the actual outcome and costs will depend upon many unknown factors. The outcome of litigation is necessarily uncertain, and the Company could be forced to expend significant resources in the defense of these lawsuits and may not prevail.</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company also may be subject to additional claims in connection with the Purchase Transaction and Private Sale. Monitoring and defending against legal actions is time consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, the Company may incur substantial legal fees and costs in connection with litigation and, although coverage may be available under relevant insurance policies, coverage could be denied or prove to be insufficient. Under our Amended and Restated Certificate of Incorporation and the indemnification agreements that the Company has entered into with our officers and directors, the Company may be required in certain circumstances to indemnify and advance expenses to them in connection with their participation in proceedings arising out of their service to us. There can be no assurance that any of these payments will not be material.</font></p><div style="text-align:center;"><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></div><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:36px;">The Company is not currently able to estimate the </font><font style="font-family:Times New Roman;font-size:10pt;">range of </font><font style="font-family:Times New Roman;font-size:10pt;">possible</font><font style="font-family:Times New Roman;font-size:10pt;"> losses or</font><font style="font-family:Times New Roman;font-size:10pt;"> cost</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> to us from these lawsuits and related indemnification obligations, as they are in the early stages and it cannot be determined how long it may take to resolve these matters. Moreover, the Company cannot be certain what the impact on our operations or financial position will be if any of the purported stockholder plaintiffs are successful in having the </font><font style="font-family:Times New Roman;font-size:10pt;">Stockholders Agreement dated October 11, 2013 among the Company, ASAC and, for limited purposes, Messrs. </font><font style="font-family:Times New Roman;font-size:10pt;">Kotick</font><font style="font-family:Times New Roman;font-size:10pt;"> and Kelly (the &#8220;Stockholders Agreement&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;"> reformed. </font><font style="font-family:Times New Roman;font-size:10pt;">A decision adverse to the Company on these actions could result in the reformation of the </font><font style="font-family:Times New Roman;font-size:10pt;">S</font><font style="font-family:Times New Roman;font-size:10pt;">tockholders </font><font style="font-family:Times New Roman;font-size:10pt;">A</font><font style="font-family:Times New Roman;font-size:10pt;">greement and could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:36px;">Other Matters</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;</font></p><p style='margin-top:0pt; margin-bottom:8pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">In addition, we are party to routine claims, suits, investigations, audits and other proceedings arising from the ordinary course of business, including with respect to intellectual property rights, contractual claims, labor and employment matters, regulatory matters, tax matters, unclaimed property matters, compliance matters, and collection matters. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are not significant and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 410px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:410px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Contractual Obligations (1)</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Facility and</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Developer and</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Equipment</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Intellectual</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; text-align:center;border-color:#000000;min-width:95px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Leases</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Properties</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Marketing</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 95px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:95px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">Total</font></td></tr><tr style="height: 17px"><td colspan="3" style="width: 205px; text-align:left;border-color:#000000;min-width:205px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">For the years ending December 31,</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:80px;">&#160;</td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2014</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">34</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">145</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">74</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">253</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2015</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">31</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">16</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">55</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2016</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">27</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">30</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2017</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">26</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">29</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">2018</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">25</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="2" style="width: 190px; text-align:left;border-color:#000000;min-width:190px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: left;">Thereafter</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">46</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">2</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-bottom-style:solid;border-bottom-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">48</font></td></tr><tr style="height: 17px"><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 175px; text-align:left;border-color:#000000;min-width:175px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">Total</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">189</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">167</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">84</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">$</font></td><td style="width: 80px; border-top-style:solid;border-top-width:1px;border-bottom-style:double;border-bottom-width:3px;text-align:right;border-color:#000000;min-width:80px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;">440</font></td></tr></table></div> 34000000 31000000 27000000 26000000 25000000 46000000 189000000 145000000 16000000 2000000 2000000 0 2000000 167000000 74000000 8000000 1000000 1000000 0 0 84000000 253000000 55000000 30000000 29000000 25000000 48000000 440000000 10000000 15000000 21000000 7000000 15000000 5000000 50000000 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">2</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">3</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">. Related P</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">arty </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">T</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">ransactions</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">As part of the Business Combination, w</font><font style="font-family:Times New Roman;font-size:10pt;">e</font><font style="font-family:Times New Roman;font-size:10pt;"> entered into various transactions and agreements, including cash management services</font><font style="font-family:Times New Roman;font-size:10pt;"> agreements</font><font style="font-family:Times New Roman;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;">a tax sharing agreement and an </font><font style="font-family:Times New Roman;font-size:10pt;">investor agreement</font><font style="font-family:Times New Roman;font-size:10pt;">,</font><font style="font-family:Times New Roman;font-size:10pt;"> with Vivendi and its </font><font style="font-family:Times New Roman;font-size:10pt;">subsidiaries. In connection with the consummation of the Purchase Transaction, we terminated the cash management arrangements with Vivendi</font><font style="font-family:Times New Roman;font-size:10pt;"> and amended our investor agreement with Vivendi. We are also party to</font><font style="font-family:Times New Roman;font-size:10pt;"> music royalty </font><font style="font-family:Times New Roman;font-size:10pt;">and music distribution agreements </font><font style="font-family:Times New Roman;font-size:10pt;">with subsidiaries and other affiliates</font><font style="font-family:Times New Roman;font-size:10pt;"> of Vivendi, none of which were impacted by the Purchase Transaction</font><font style="font-family:Times New Roman;font-size:10pt;">. None of these services, transactions and agreements with Vivendi and its affiliates </font><font style="font-family:Times New Roman;font-size:10pt;">were </font><font style="font-family:Times New Roman;font-size:10pt;">material, either individually or in the aggregate, to the</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">consolidated financial statements as a whole.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Pursuant to the Stock Purchase Agreement, the Company and each of Mr. Kotick, the Company's Chief Executive Officer, and Mr. Kelly, the Company's Chairman of the board of directors, entered into, concurrently with the signing of the Stock Purchase Agreement, certain waiver and acknowledgement letters</font><font style="font-family:Times New Roman;font-size:10pt;"> (the &#8220;Waivers&#8221;)</font><font style="font-family:Times New Roman;font-size:10pt;">, which provide, among other things, (</font><font style="font-family:Times New Roman;font-size:10pt;">i</font><font style="font-family:Times New Roman;font-size:10pt;">) that the Purchase Transaction, Private Sale, any public offerings by Vivendi and restructurings by Vivendi and its subsidiaries contemplated by the Stock Purchase Agreement and other transaction documents, shall not (or shall be deemed not to) constitute a &#8220;change in control&#8221; (or similar term) under their respective employment arrangements, including their employment agreements with the Company, the Company's 2008 Incentive Plan or any award agreements in respect of awards granted thereunder, or any Other Benefit Plans and Arrangements (as defined </font><font style="font-family:Times New Roman;font-size:10pt;">in the Waivers</font><font style="font-family:Times New Roman;font-size:10pt;">), (ii) (A) that the</font><font style="font-family:Times New Roman;font-size:10pt;"> shares of Activision Blizzard c</font><font style="font-family:Times New Roman;font-size:10pt;">ommon </font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">tock acquired by ASAC and held or controlled by the ASAC Investors (as defined </font><font style="font-family:Times New Roman;font-size:10pt;">in the Waivers</font><font style="font-family:Times New Roman;font-size:10pt;">) in connection with the Transactions </font><font style="font-family:Times New Roman;font-size:10pt;">(as defined in the Waivers) </font><font style="font-family:Times New Roman;font-size:10pt;">will not be included in or count toward, (B) that the ASAC Investors will not be deemed to be a group for purposes of, and (C) any changes in the composition in the board of directors of the Company, in connection with or during the one-year period following the consummation of the Transactions will not contribute towards, a determination that a &#8220;change in control&#8221; or similar term has occurred with respect to </font><font style="font-family:Times New Roman;font-size:10pt;">Messrs. Kotick and Kelly's</font><font style="font-family:Times New Roman;font-size:10pt;"> employment arrangements with the Company, and (iii) for the waiver by </font><font style="font-family:Times New Roman;font-size:10pt;">Messrs. Kotick and </font><font style="font-family:Times New Roman;font-size:10pt;">Kelly of their rights to change in control payments or benefits under their employment agreements with the Company, the Company's 2008 Incentive Plan or any award agreements in respect of awards granted thereunder, and any Other Benefit Plans and Arrangements (in each case, with respect to all current and future grants, awards, benefits or entitlements) in connection with or as a consequence of the Transactions.</font></p> <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">2</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">4</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">Recently issued accounting pronouncements</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Indefinite</font><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;">-lived intangible assets impairment</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">In July 2012, the FASB issued an update to the authoritative guidance related to testing indefinite</font><font style="font-family:Times New Roman;font-size:10pt;">-lived intangible assets for impairment. This update gives an entity the option to first consider certain qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of an indefinite</font><font style="font-family:Times New Roman;font-size:10pt;">-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. This update is effective for the indefinite</font><font style="font-family:Times New Roman;font-size:10pt;">-lived intangible asset impairment test performed for fiscal years beginning after September&#160;15, 2012. The adoption of this guidance d</font><font style="font-family:Times New Roman;font-size:10pt;">id</font><font style="font-family:Times New Roman;font-size:10pt;"> not have a material impact on our consolidated financial statements.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Balance sheet offsetting disclosures</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">In December 2011, the FASB issued authoritative guidance on the disclosure of financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement and should be applied retrospectively for all comparative periods presented for annual periods beginning on or after January&#160;1, 2013 and interim periods within those annual periods. Th</font><font style="font-family:Times New Roman;font-size:10pt;">e adoption of this guidance did</font><font style="font-family:Times New Roman;font-size:10pt;"> not have a material impact on our consolidated financial statements.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Reclassification of accumulated other comprehensive loss</font></p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">In February 2013, the FASB issued an accounting standards update requiring new disclosures about reclassifications from accumulated other comprehensive loss to net income. These disclosures may be presented on the face of the statements or in the notes to the consolidated financial statements. Th</font><font style="font-family:Times New Roman;font-size:10pt;">is </font><font style="font-family:Times New Roman;font-size:10pt;">update is effective for fiscal years beginning after December&#160;15, 2012. </font><font style="font-family:Times New Roman;font-size:10pt;">We adopted this guidance and provided the required disclosures in Note </font><font style="font-family:Times New Roman;font-size:10pt;">13</font><font style="font-family:Times New Roman;font-size:10pt;"> of the Notes to Consolidated Financial Statements.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Accounting for cumulative translation adjustments</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">In February 2013, the FASB issued an </font><font style="font-family:Times New Roman;font-size:10pt;">update to the authoritative guidance related to the release of cumulative translation adjustments into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a foreign entity</font><font style="font-family:Times New Roman;font-size:10pt;">. This</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">update </font><font style="font-family:Times New Roman;font-size:10pt;">will be</font><font style="font-family:Times New Roman;font-size:10pt;"> effective for fiscal years beginning after </font><font style="font-family:Times New Roman;font-size:10pt;">December 15, 2013. </font><font style="font-family:Times New Roman;font-size:10pt;">Upon adoption of this guidance on January 1, 2014, there </font><font style="font-family:Times New Roman;font-size:10pt;">was</font><font style="font-family:Times New Roman;font-size:10pt;"> no </font><font style="font-family:Times New Roman;font-size:10pt;">material impact on our consolidated financial statements</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-style:italic;margin-left:18px;">Presentation of unrecognized tax benefits</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:18px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;In July 2013, the FASB issued an update to the authoritative guidance related to the presentation of an unrecognized tax benefit in the financial statements. </font><font style="font-family:Times New Roman;font-size:10pt;">The update will require entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss or other tax credit carryforward</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> when settlement in this manner i</font><font style="font-family:Times New Roman;font-size:10pt;">s available under the tax law</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;">. </font><font style="font-family:Times New Roman;font-size:10pt;">This update is effective for fiscal years beginning after December 15, 2013. </font><font style="font-family:Times New Roman;font-size:10pt;">Upon adoption of this guidance on January 1, 2014, &#8220;Deferred income taxes, net&#8221; under non-current liabilit</font><font style="font-family:Times New Roman;font-size:10pt;">ies</font><font style="font-family:Times New Roman;font-size:10pt;"> increase</font><font style="font-family:Times New Roman;font-size:10pt;">d</font><font style="font-family:Times New Roman;font-size:10pt;"> by approximately </font><font style="font-family:Times New Roman;font-size:10pt;">$</font><font style="font-family:Times New Roman;font-size:10pt;">46</font><font style="font-family:Times New Roman;font-size:10pt;"> million</font><font style="font-family:Times New Roman;font-size:10pt;">, and </font><font style="font-family:Times New Roman;font-size:10pt;">corresponding</font><font style="font-family:Times New Roman;font-size:10pt;">ly, </font><font style="font-family:Times New Roman;font-size:10pt;">&#8220;Other liabilities&#8221; under non-current liabilit</font><font style="font-family:Times New Roman;font-size:10pt;">ies decreased by </font><font style="font-family:Times New Roman;font-size:10pt;">the same amount</font><font style="font-family:Times New Roman;font-size:10pt;">.</font></p> 46000000 <p style='margin-top:0pt; margin-bottom:9pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">2</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">5</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">. Quarterly Financial and Market Information (Unaudited)</font></p><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Quarters Ended</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">September 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">June 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">March 31,</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">(Amounts in millions, except per share data)</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net revenues</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,518</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 691</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,050</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,324</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Cost of sales</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 655</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 175</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 285</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 416</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Operating income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 284</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 70</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 430</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 587</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 174</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 56</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 324</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 456</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Basic earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.23</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.05</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.28</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.40</font></td></tr><tr style="height: 16px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Diluted earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.22</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.05</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.28</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.40</font></td></tr><tr style="height: 16px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Quarters Ended</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">September 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">June 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">March 31,</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">(Amounts in millions, except per share data)</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net revenues</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,768</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 841</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,075</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,172</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Cost of sales</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 682</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 237</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 377</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 364</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Operating income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 484</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 227</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 227</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 513</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 354</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 226</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 185</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 384</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Basic earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.31</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.20</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.16</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.34</font></td></tr><tr style="height: 16px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Diluted earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.31</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.20</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.16</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.33</font></td></tr></table></div> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Quarters Ended</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">September 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">June 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">March 31,</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2013</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">(Amounts in millions, except per share data)</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net revenues</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,518</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 691</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,050</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,324</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Cost of sales</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 655</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 175</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 285</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 416</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Operating income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 284</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 70</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 430</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 587</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 174</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 56</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 324</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 456</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Basic earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.23</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.05</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.28</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.40</font></td></tr><tr style="height: 16px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Diluted earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.22</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.05</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.28</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.40</font></td></tr><tr style="height: 16px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:left;border-color:#000000;min-width:65px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">For the Quarters Ended</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">December 31,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">September 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">June 30,</font></td><td style="width: 10px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">March 31,</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 80px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:80px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">2012</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="11" style="width: 350px; border-top-style:solid;border-top-width:1px;text-align:center;border-color:#000000;min-width:350px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: center;">(Amounts in millions, except per share data)</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net revenues</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,768</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 841</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,075</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 1,172</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Cost of sales</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 682</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 237</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 377</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 364</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Operating income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 484</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 227</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 227</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 513</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Net income</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 354</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 226</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 185</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;"> 384</font></td></tr><tr style="height: 15px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Basic earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.31</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.20</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.16</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.34</font></td></tr><tr style="height: 16px"><td style="width: 200px; text-align:left;border-color:#000000;min-width:200px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Diluted earnings per share</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.31</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.20</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.16</font></td><td style="width: 10px; text-align:right;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:right;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 65px; text-align:right;border-color:#000000;min-width:65px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">0.33</font></td></tr></table></div> 1518000000 655000000 284000000 174000000 0.23 0.22 691000000 175000000 70000000 56000000 0.05 0.05 1050000000 285000000 430000000 324000000 0.28 0.28 1324000000 416000000 587000000 456000000 0.40 0.40 1768000000 682000000 484000000 354000000 0.31 0.31 841000000 237000000 227000000 226000000 0.20 0.20 1075000000 377000000 227000000 185000000 0.16 0.16 1172000000 364000000 513000000 384000000 0.34 0.33 <p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:0px;">2</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">6</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">.</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Subsequent </font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">E</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">vent</font><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;">s</font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;font-weight:bold;margin-left:33.85px;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">On January 29, 2014, the Board of Directors authorized a $375 million repayment of </font><font style="font-family:Times New Roman;font-size:10pt;">our</font><font style="font-family:Times New Roman;font-size:10pt;"> Term Loan</font><font style="font-family:Times New Roman;font-size:10pt;">. Accordingly, we made this repayment on February 11, 2014. </font><font style="font-family:Times New Roman;font-size:10pt;">Refer</font><font style="font-family:Times New Roman;font-size:10pt;"> to Note 12 of the Notes to Consolidated Financial Statements. </font></p><p style='margin-top:0pt; margin-bottom:0pt'>&#160;</p><p style='margin-top:0pt; margin-bottom:0pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:33.85px;">On </font><font style="font-family:Times New Roman;font-size:10pt;">February 6</font><font style="font-family:Times New Roman;font-size:10pt;">, 2014, our Board of Directors declared a cash dividend of $0.</font><font style="font-family:Times New Roman;font-size:10pt;">20</font><font style="font-family:Times New Roman;font-size:10pt;"> per common share payable on May&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">14</font><font style="font-family:Times New Roman;font-size:10pt;">, 2014 to shareholders of record at the close of business on March&#160;</font><font style="font-family:Times New Roman;font-size:10pt;">19</font><font style="font-family:Times New Roman;font-size:10pt;">, 2014.</font></p> 0.20 375000000 <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="4" style="width: 145px; text-align:right;border-color:#000000;min-width:145px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">SCHEDULE II</font></td></tr><tr style="height: 15px"><td colspan="14" style="width: 695px; text-align:center;border-color:#000000;min-width:695px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES</font></td></tr><tr style="height: 15px"><td colspan="14" style="width: 695px; text-align:center;border-color:#000000;min-width:695px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">VALUATION AND QUALIFYING ACCOUNTS</font></td></tr><tr style="height: 15px"><td colspan="14" style="width: 695px; text-align:center;border-color:#000000;min-width:695px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">(Amounts in millions)</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. B</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Balance at</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. E</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Beginning of</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. C</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. D</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Balance at</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-WEIGHT: bold;TEXT-DECORATION: underline;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Col. A Description</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Period</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Additions(A)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Deductions(B)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">End of Period</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowances for sales returns and price protection and other allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">323</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">174</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(121)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">376</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowance for doubtful accounts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(5)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowances for sales returns and price protection and other allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">292</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">170</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(139)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">323</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowance for doubtful accounts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2011</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowances for sales returns and price protection and other allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">373</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">166</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(247)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">292</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowance for doubtful accounts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td></tr></table></div><p style='margin-top: 0pt; margin-bottom: 0pt;'></p><p style='margin-top:12pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">(A)</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Includes increases </font><font style="font-family:Times New Roman;font-size:10pt;">and reversals of </font><font style="font-family:Times New Roman;font-size:10pt;">allowance</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> for sales returns, price protection, and doubtful accounts due to normal reserving terms.</font></p><p style='margin-top:0pt; margin-bottom:12pt'><font style="font-family:Times New Roman;font-size:10pt;margin-left:0px;">(B)</font><font style="font-family:Times New Roman;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;Includes actual write-off</font><font style="font-family:Times New Roman;font-size:10pt;">s</font><font style="font-family:Times New Roman;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;">and utilization </font><font style="font-family:Times New Roman;font-size:10pt;">of </font><font style="font-family:Times New Roman;font-size:10pt;">allowances for </font><font style="font-family:Times New Roman;font-size:10pt;">sales returns, price pro</font><font style="font-family:Times New Roman;font-size:10pt;">tection</font><font style="font-family:Times New Roman;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">uncollectible accounts receivable, net of recoveries, and foreign currency translation and other adjustments.</font></p> <div><table style="border-collapse:collapse;margin-top:20px;"><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td colspan="4" style="width: 145px; text-align:right;border-color:#000000;min-width:145px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: right;">SCHEDULE II</font></td></tr><tr style="height: 15px"><td colspan="14" style="width: 695px; text-align:center;border-color:#000000;min-width:695px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES</font></td></tr><tr style="height: 15px"><td colspan="14" style="width: 695px; text-align:center;border-color:#000000;min-width:695px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">VALUATION AND QUALIFYING ACCOUNTS</font></td></tr><tr style="height: 15px"><td colspan="14" style="width: 695px; text-align:center;border-color:#000000;min-width:695px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 10pt;COLOR: #000000;TEXT-ALIGN: center;">(Amounts in millions)</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. B</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Balance at</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. E</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Beginning of</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. C</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Col. D</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Balance at</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-WEIGHT: bold;TEXT-DECORATION: underline;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: left;">Col. A Description</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Period</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Additions(A)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">Deductions(B)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td colspan="2" style="width: 75px; border-bottom-style:solid;border-bottom-width:1px;text-align:center;border-color:#000000;min-width:75px;"><font style="FONT-WEIGHT: bold;FONT-FAMILY: Times New Roman;FONT-SIZE: 8pt;COLOR: #000000;TEXT-ALIGN: center;">End of Period</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2013</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; border-top-style:solid;border-top-width:1px;text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowances for sales returns and price protection and other allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">323</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">174</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(121)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">376</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowance for doubtful accounts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(5)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">5</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2012</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowances for sales returns and price protection and other allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">292</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">170</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(139)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">323</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowance for doubtful accounts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">1</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">9</font></td></tr><tr style="height: 15px"><td colspan="2" style="width: 355px; text-align:left;border-color:#000000;min-width:355px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;TEXT-ALIGN: left;">At December 31, 2011</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:left;border-color:#000000;min-width:60px;">&#160;</td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowances for sales returns and price protection and other allowances</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">373</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">166</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">(247)</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">$</font></td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">292</font></td></tr><tr style="height: 15px"><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 345px; text-align:left;border-color:#000000;min-width:345px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">Allowance for doubtful accounts</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">4</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">---</font></td><td style="width: 10px; text-align:left;border-color:#000000;min-width:10px;">&#160;</td><td style="width: 15px; text-align:left;border-color:#000000;min-width:15px;">&#160;</td><td style="width: 60px; text-align:right;border-color:#000000;min-width:60px;"><font style="FONT-FAMILY: Times New Roman;FONT-SIZE: 9pt;COLOR: #000000;">8</font></td></tr></table></div> 373000000 4000000 166000000 4000000 247000000 0 292000000 8000000 170000000 1000000 139000000 0 323000000 9000000 174000000 1000000 121000000 5000000 376000000 5000000 EX-101.SCH 14 atvi-20131231.xsd EX-101.SCH 000000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 000010 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 000015 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 000020 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 000025 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME link:presentationLink link:calculationLink link:definitionLink 000030 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 000032 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 000040 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 001010 - Disclosure - Description of Business link:presentationLink link:calculationLink link:definitionLink 001020 - Disclosure - Summary of significant accounting policies link:presentationLink link:calculationLink link:definitionLink 001030 - Disclosure - Cash and Cash Equivalents link:presentationLink link:calculationLink link:definitionLink 001040 - Disclosure - Investments link:presentationLink link:calculationLink link:definitionLink 001050 - Disclosure - Inventories link:presentationLink link:calculationLink link:definitionLink 001060 - Disclosure - Software Development Costs and Intellectual Property Licenses link:presentationLink link:calculationLink link:definitionLink 001070 - Disclosure - Property and Equipment, Net link:presentationLink link:calculationLink link:definitionLink 001080 - Disclosure - Intangible Assets, Net link:presentationLink link:calculationLink link:definitionLink 001090 - Disclosure - Goodwill link:presentationLink link:calculationLink link:definitionLink 001100 - Disclosure - Current Accrued Expenses and Other Liabilities, and Other Current Assets link:presentationLink link:calculationLink link:definitionLink 001110 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 001120 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 001130 - Disclosure - Accumulated Other Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 001140 - Disclosure - Operating Segments and Geographic Region link:presentationLink link:calculationLink link:definitionLink 001150 - Disclosure - Stock-Based Compensation link:presentationLink link:calculationLink link:definitionLink 001160 - Disclosure - Restructuring link:presentationLink link:calculationLink link:definitionLink 001170 - Disclosure - Interest and Other Investment Income (Expense), Net link:presentationLink link:calculationLink link:definitionLink 001180 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 001190 - Disclosure - Computation of Earnings (Loss) Per Basic/Diluted Common Share link:presentationLink link:calculationLink link:definitionLink 001200 - Disclosure - Capital Transactions link:presentationLink link:calculationLink link:definitionLink 001255 - Disclosure - Quarterly Financial and Market Information (Unaudited) link:presentationLink link:calculationLink link:definitionLink 001220 - Disclosure - Supplemental Cash Flow Information link:presentationLink link:calculationLink link:definitionLink 001230 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 001240 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 001250 - Disclosure - Recently Issued Accounting Standards link:presentationLink link:calculationLink link:definitionLink 001260 - Disclosure - Subsequent events link:presentationLink link:calculationLink link:definitionLink 001270 - Disclosure - SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS link:presentationLink link:calculationLink link:definitionLink 001280 - Disclosure - Acquisitions link:presentationLink link:calculationLink link:definitionLink 002020 - Disclosure - Summary of significant accounting policies (Policies) link:presentationLink link:calculationLink link:definitionLink 003030 - Disclosure - Cash and Cash Equivalents (Tables) link:presentationLink link:calculationLink link:definitionLink 003040 - Disclosure - Investments (Tables) link:presentationLink link:calculationLink link:definitionLink 003050 - Disclosure - Inventories (Tables) link:presentationLink link:calculationLink link:definitionLink 003060 - Disclosure - Software development and intellectual property licenses (Tables) link:presentationLink link:calculationLink link:definitionLink 003070 - Disclosure - Property and Equipment, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 003080 - Disclosure - Intangible Assets, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 003090 - Disclosure - Goodwill (Tables) link:presentationLink link:calculationLink link:definitionLink 003290 - Disclosure - Current Accrued Expenses and Other Liabilities (Tables) link:presentationLink link:calculationLink link:definitionLink 003110 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 003120 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 003130 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Tables) link:presentationLink link:calculationLink link:definitionLink 003140 - Disclosure - Operating Segments and Geographic Region (Tables) link:presentationLink link:calculationLink link:definitionLink 003150 - Disclosure - Stock-Based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 003160 - Disclosure - Restructuring (Tables) link:presentationLink link:calculationLink link:definitionLink 003170 - Disclosure - Interest and other investment income (expense), net (Tables) link:presentationLink link:calculationLink link:definitionLink 003180 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 003190 - Disclosure - Computation of Earnings (Loss) Per Basic/Diluted Common Share (Tables) link:presentationLink link:calculationLink link:definitionLink 003240 - Disclosure - Quarterly Financial and Market Information (Unaudited) (Tables) link:presentationLink link:calculationLink link:definitionLink 003220 - Disclosure - Supplemental Cash Flow Information (Tables) link:presentationLink link:calculationLink link:definitionLink 003230 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 003270 - Disclosure - SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Tables) link:presentationLink link:calculationLink link:definitionLink 003280 - Disclosure - Acquisitions (Tables) link:presentationLink link:calculationLink link:definitionLink 004010 - Disclosure - Description of Business (Details) link:presentationLink link:calculationLink link:definitionLink 004011 - Disclosure - Description of Business (Details 2) link:presentationLink link:calculationLink link:definitionLink 004021 - Disclosure - Summary of significant accounting policies (Details 2) link:presentationLink link:calculationLink link:definitionLink 004020 - Disclosure - Summary of significant accounting policies (Details) link:presentationLink link:calculationLink link:definitionLink 004022 - Disclosure - Summary of significant accounting policies (Details 3) link:presentationLink link:calculationLink link:definitionLink 004024 - Disclosure - Summary of significant accounting policies (Details 5) link:presentationLink link:calculationLink link:definitionLink 004023 - Disclosure - Summary of significant accounting policies (Details 4) link:presentationLink link:calculationLink link:definitionLink 004030 - Disclosure - Cash and Cash Equivalents (Details) link:presentationLink link:calculationLink link:definitionLink 004040 - Disclosure - Investments (Details) link:presentationLink link:calculationLink link:definitionLink 004050 - Disclosure - Inventories (Details) link:presentationLink link:calculationLink link:definitionLink 004060 - Disclosure - Software Development Costs and Intellectual Property Licenses (Details) link:presentationLink link:calculationLink link:definitionLink 004070 - Disclosure - Property and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 004080 - Disclosure - Intangible Assets, Net (Details) link:presentationLink link:calculationLink link:definitionLink 004090 - Disclosure - Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 004100 - Disclosure - Current Accrued Expenses and Other Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 004110 - Disclosure - Fair Value Measurements (Details) link:presentationLink link:calculationLink link:definitionLink 004111 - Disclosure - Fair Value Measurements (Details 2) link:presentationLink link:calculationLink link:definitionLink 004112 - Disclosure - Fair Value Measurements (Details 3) link:presentationLink link:calculationLink link:definitionLink 004120 - Disclosure - Debt (Details) link:presentationLink link:calculationLink link:definitionLink 004121 - Disclosure - Debt (Details 2) link:presentationLink link:calculationLink link:definitionLink 004130 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Details) link:presentationLink link:calculationLink link:definitionLink 004140 - Disclosure - Operating Segments and Geographic Region (Details) link:presentationLink link:calculationLink link:definitionLink 004150 - Disclosure - Stock-Based Compensation (Details) link:presentationLink link:calculationLink link:definitionLink 004151 - Disclosure - Stock-Based Compensation (Details 2) link:presentationLink link:calculationLink link:definitionLink 004160 - Disclosure - Restructuring (Details) link:presentationLink link:calculationLink link:definitionLink 004161 - Disclosure - Restructuring (Details 2) link:presentationLink link:calculationLink link:definitionLink 004170 - Disclosure - Interest and other investment income (expense), net (Details) link:presentationLink link:calculationLink link:definitionLink 004180 - Disclosure - Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 004181 - Disclosure - Income Taxes (Details 2) link:presentationLink link:calculationLink link:definitionLink 004182 - Disclosure - Income Taxes (Details 3) link:presentationLink link:calculationLink link:definitionLink 004183 - Disclosure - Income Taxes (Details 4) link:presentationLink link:calculationLink link:definitionLink 004190 - Disclosure - Computation of Earnings (Loss) Per Basic/Diluted Common Share (Details) link:presentationLink link:calculationLink link:definitionLink 004200 - Disclosure - Capital Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 004201 - Disclosure - Capital Transactions (Details 2) link:presentationLink link:calculationLink link:definitionLink 004250 - Disclosure - Quarterly Financial and Market Information (Unaudited) (Details) link:presentationLink link:calculationLink link:definitionLink 004220 - Disclosure - Supplemental Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink 004230 - Disclosure - Commitments and Contingencies (Details) link:presentationLink link:calculationLink link:definitionLink 004231 - Disclosure - Commitments and Contingencies (Details 2) link:presentationLink link:calculationLink link:definitionLink 004240 - Disclosure - Related Party Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 004260 - Disclosure - Subsequent events (Details) link:presentationLink link:calculationLink link:definitionLink 004245 - Disclosure - Recently issued accounting pronouncements (Details) link:presentationLink link:calculationLink link:definitionLink 004270 - Disclosure - SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) link:presentationLink link:calculationLink link:definitionLink 004280 - Disclosure - Acquisitions (Details) link:presentationLink link:calculationLink link:definitionLink 008020 - Disclosure - Operating Segments and Geographic Area (Details 2) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 15 atvi-20131231_cal.xml EX-101.CAL EX-101.LAB 16 atvi-20131231_lab.xml EX-101.LAB EX-101.PRE 17 atvi-20131231_pre.xml EX-101.PRE EX-101.DEF 18 atvi-20131231_def.xml EX-101.DEF GRAPHIC 19 g450308.jpg G450308.JPG begin 644 g450308.jpg M_]C_X``02D9)1@`!`0$!KP&O``#__@`Z35),3%]'4D%02$E#4SI;04-4259) M4TE/3EU!0U1)5DE324].7T),25I:7U1-7TM?3$]'3RY%4%/_VP!#``$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0'_VP!#`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0'_P``1"`"/ M`8<#`2(``A$!`Q$!_\0`'P`!``("`@,!`0````````````D*"`L&!P$"!00# M_\0`5A````8"`0($`@,(#0<("P```0(#!`4&!P@`"1$*$A,A%#$5%D$B,C-1 M4P?$V1$5'4UAFL[;5X?_$ M`!0!`0````````````````````#_Q``4$0$`````````````````````_]H` M#`,!``(1`Q$`/P"_AQQQP''''`<<<?J^,^2J'^\-^2;]`\BL MZ67X7J0?G6-O/U?&?_'V?^(A*KQQQP''''`<<<+(D.KZ9#G],AC' M\A3&\OE*(@'TN.<4^O=)#YV^K?UCA/\`'\?7ND_PPJO]8X3_`!_`Y7QSBGU[ MI7\+ZM_6.$_Q_/'U\I/\,*K_`%DA/\?P.6<<^`PM58E'1&498H&0>*%.9-HQ MF8QXY.5(HG4,1NV=JK&*F0!.X\XH-[I("(#;ZL`A\P&QP@"'8>P]_P!W^W8?;^7VX'*^.<3^OE)_AA5? MZQPG^/X^OE)_AA5?ZQPGV?/_`-?^S@?J^,_E_Q\^_)5#_>&_)-^@>15 M]++\+U(/SK&WGZOC/@2K[7^HU0KI-%0$5 M5&XSTS'^N1-4P)*'2\Y2*"!#B4P@`]@2LL"-F4H62=NHB-L$,\=1ET"ORDR+>'?)O M(EJ&R?=[L:;,$#.GVVFLS-L0.YEW.><5I)`'N/L8;6/F$0*;L4H"8>P@`"(< M[JH>1L?93KC6X8RO5.R+4GR[AJRM-$LT+;JX[=,UOAWC9M-P#V0C5G#1P`H. MD".16;+`*:Y$S@)0T_\`AC5_.VQ)[<3`F";YE\^/X/ZRW;]CNEJV'ZJ01B/5 M$I*:.S1`K1%R$<_!D@!E'L@HS<),&KE9,2W40V3Z=^\,8BX.;S"S3^NOZPE7YLD;( MC*A,QCQBT0,B4LD=-)2,.[0=-55\W7TW#QGP?TE*QL>,@J9!B#]^S9"\6(B9 MP9%H#E9(7*I4"&6,FAZARI%,J)03`3!3B\3IHEK1"8=C>H#1FZ-1S=>LHXRH M]L0CWYV=?RW"6"#L9BSZE6,5)N%^C&C&(EY2SM$4W\E!11T9H%%&R#@.W.B_ MA>A=63I2CB?>^-=YKBM?L_7#&.$+8\E)&$R3C&J1^-L?.(5&M7R&<-)L7D"E M:).)CG$FI(E5KZ,9!2R,FPBF1$@M=.K)7F*957L["M$CJHH$4("_W''^'*]DC(:<'$R\K'Q2MHQC?X""J89&F(J0CY6.@`>N#.2)Q#IF MO+VEI$QRYR1:KU!7M_Q.&.;U(]4YLY=4^:FD6J&F M(BJM44WBYUFMI>F;O8ULBD=)_(%>*-_3>E\*G*(=P,7+& M/A`0'[0$+'[A_'SZ4]G_``?6,9V+,\_EW&T7B2H@8;1DIQ=:ZI1J_P"1VR8' M"7L[61<0[`Q'LE'M5".'9#IKO6J9RE%=/S5%<*^$7HFP4!$= MZM5@`I1,(_LUTCV*`>81_P!*?8`=^46-6O#P[D[>:GTC:O&]_P`(0K;*!1EJ M!C:[R-NAIZ3JI+')5]2Q3%C85F8AH,SL8X\O"123.64DXE9!9=['.%DVQHM< M'ZJV?,^Y%$T[9/5).&^$[!9L=L'UG:QC%C=#U6\W>"!TPBG#F#K4:RF[ M`G*R[.':H,8\K^4(R1`Z8!M=LC;/Z]8DQ7`YPR/F3'M2Q!:7],C*WDF4LC#Z MFSKS(;YM'4E.)GFAW3%^G9'3QN6,@F+6RT&TPENA%3*(IN"IA(P+U^ MV36!%5,ZC=8Z;A(#`"J28^W-7_U/]5-/=9=C5<+:C['3F>+"_P`B65K:H)O# MQ@8UPS&V*QMF^.,5L,F(6"T.UFONN^><8S$=8F$C3[.[B%3^MZJD)=*I8:\Z3B;37YE!)P5E+ M$!ZPD$TW\-+M`7;2L2B&S3V\ZG>M6B>0*33MHFN5L;5;(C%1>IYL+C67M>%G MTNW4$KRH/;745IJ4A+>S0`TDM#R]=:`>&(>8;NEX])=9',/$&:<2Y_HD5D[" M61Z9E7'\WYPC+?0[#'66"K&C<<(YMEVY/1X&X_`Q3?(0' M^00']'.C\J['X:PG8\?5+)EQ+6;#E6:"N8]C3U^VRZMJGS'*4L+&*UZOS#89 M4R?K/",'*[=R>-9R4H5,8V+D736@9I#XD/>/#.8Z@OM;DM]L?@%RJ:#O-?FZ MY0:_<:_&R\JU5,\[/=8\A5FWL4J_B[+L7G=BZ;-%I)I>*_(X M363?I&:1IV7P8G?$,BR.,(FCY?I%HDLSLW MGQH7+C>+KCFNO6D;#1N;X*+E,F1=/%:P/?H1G=,UIS>7)\KI.0%9W(,(1F9H MUB$E5G`F(YT9LWG&O:T:\YJV`M*K,D+A[&5RR"Y1?N#-6\BYK4([?Q4-ZQ0$ MQ5YV83CX5J4@>=1U((ID[G,7G>?*LOBI]IW&,M1,7ZP5^0.VG-FK\K*6U)NL M8IS8LP^>+L$DR<%35(((SM[E:2U$BR2R#MC'2R(@4Y"FX$7WAC]UK3_EZ9_Q M+DZQJO7FYL!9!/8V9R4=Y>,M71H_7Q9@^KNV[:U7 M(L>J1J\FY63<).&-,I$8\52;R=JE45S*+F,P@(J>E2*,DZ:&8?$]]2R_SZCO M&*F$<"UU)TY%A7ZMC%C?Y`S%0_[E0F;'DIQ.%DG;=,`!1Y$U^M(N5C*J_`(I MF302"OQ]4+I_`^Z>_P#])6<>_?W^V+'\7?\`\N?(?,96+7!M*,)2+F6B`AMGL7XW MV%I+I\W8S$A0:V?&68/W:Z2;(KP"44]?T.?D4C+>1G6U:K!GFW1FS%*<8+J@ MN?H?Q-%D+<=_\7VY.$L59):]+\#V4M;M\2:!MM?+.6'*4D6$M,&=5<\+8XDK MD&$W$G76/&R2#EH9904O,(5]F$)8I5$SB*@[#*MR*"B=Q%0DS*-TUBE*8R)U MX]FY1(L!#D,*1S@J4ARF\H%.41_6:I7(A3'/4;D4I2F.F+L=.L`1^.AME\M2S/XA(%D/BXS" M&*GK7UDO,054@71(*B?G+YR>8@&+YA'D-&)O$O\`4LO&2<4U"?+K:O"77(>- M:K/(-\,22"KB&MMO@(*:005-D)4J*B\=)NTD53)JE2.L7-W!0%%7%F2RFMM5:-3 M^,#H>Y7E<8.YFX)F4$$B%KIS*@ M<@"F?54LV<@^6291S:2DW1BB1)!DV>2+YP"1!,-5L;5/%F!WUU M@E9^J!D#*%TIZ63Y)2-;R<2N]=P6.'\1">F#UNF1.]KF\YS)F(`09_5"Z^W_ M`"/N@?B_Y)6?_P#5_HYY^J%U^VGW0?Y:E9_G^/\`T7\^7&>D[UX=\-R>H#@? M6W,IL&CC;(:F1R6(*CBY]7K"(5;%]QML5]'S"]SEDF8_2\&Q^)\S!?UVGKMR M^F90%2=@=5WQ'^5M>-D[[K-IK2L72*>'I=Q3U(.$54S`=)=NNG&%40<(J`55!9,Q3HJE( MH02G*`\L+5OQ.O4VE+-6XEXKK2#:4LMA6*8UN_IHR*22CIID&K%8S+IXB4J`6=&S,"II?!`3DO/ M(L^D'N!DW&"H59I$TJ\3T(QXY MD'J/J).VV-*;"2%>E;8P:KE*5*ZS,[%P4@=-4T)#3<8HWEU`N%<OF\N'HG-FNMX;VZIOE0CIF.<(C&6NDV5)NBO(4^[UUJW4%9C(-S)R<(_E(ARV?K!E+QRJEUSNL[MYTZ-J<;X9P#$X5?U"V8 M#@\E2:N1Z-8;/-$L4A?;W6G";-]$WJL-THSZ.K<>9-JHQ66(Z,Y5%T9-4B24 M@W0QW_SIU%]6,C9DS^QQ\PMU5SS8,;1B6.*Y*5F%-7HNBT&QME';&6LEG<+2 M9G]FD2JNB/DD3MBM4BM2'2.JJ$TI_O#?DF_0/(J^EE^%ZD'YUC;S^?\`<^,^ M2J'^\-^2;]`\BLZ67X7J0?G5]O/U?&?`E5YK_?%F]O\`+NUY'V[_`.2/'`(_ M;V#,F2^P"/S[!W'M^+N/;FP"Y0I\6S399EMIJOD)8[,8&SZYV*FQR9'`FD22 M]%R=)S,T9RU],"I,E&>08(&#@JQS+K)R"1TTOADSK!W1X3.U5>CUWJ+7"[6* M!J52K3/6^:L5GM$Q'P-=@8>/2S6X?R\S,RSEI&QDN4&[,IQ*17=OES56 M(KZRUK?RR[YP5*`9.I`70HD(<.EZMG#*E*Q1E?!]5N,C"XMSB_H$GEFHLTF) M6MV7Q?(RTM14I9XHT/)A'0DI-OWYHIJ];QLD[^#6E6ST6#($+*WA:'NH4?L[ M:B70E^E]SK#7[7&X:;&I3B1QE3\6Q<&SE+]84;='F>A#7>Q#W@7KVQMH6.90 M2;2!A'[V1MKU%0)"_%'7BD8]T4U3UPLI7%ARY8NH,HEF+@\DU5>%>*$;1XF4[-\*`M='6B^;#2]E-(TJ/V M?FHFD5E1(GFJ[DM"HT[<5D5P;IG.VLE(@1M9ZO4[7`660M\]24"N$G)K($7#%@V M\LB@Y+649U2:`$'Z,8X3@%Z7FB>R6XO0XVDPM@^>K5$D\^[D51:&FK;;)2O5 MF3H6-HO&\;D-O8TH&"L/C&2!A0;)B(8$=2G857I%=)"L5'&(DLB*-452BT7@:U6K7=F9#*&*I8DXIJJFXE'SUW\2X<("EVIXL#;)[/Y2P+I=`R,4M7*%7_V>\AMVHKGETKU:0G:C M08R2%1,K9NS84TL_-M4VJBJKI2QD5>>B#-H13K32?-41K;X:+>2V_`,!L^<= MA\DZ]P*B_I,',I(9-I.,:(*GQK=NH[DC5BL.;=/,V+@WI=XQTU(LT;J+J@%= MG;_82;VMVASOL5/2LE,+Y:R9:+1#N9=NBSD&U+-(*1V/8APQ;F.V8&@J$PK< M.+%N8R38[(Y?,905#FM6^&@S=:,JZF[ZZ*Q\FW)9XFKV#)&&T73X6:R(YEIL M_0+*V3="818Q<7?(JK3"CA%(2M'MO>.EC>=9(!J]ZHZ/;'[LJY:C=:3$7"3AHLKAV MQ!NK(1T`\VV/6KJO87JLFDI"MLOO+KK3D&&FE7$0NU>SC=P_B(]ZV,T76+-1 M62:3!1J,4Y2;B:2<*M%W#10HFX$/M2K@Y MB)^MWJ*A)N,<(B!?3<,)5B\:K%$H""J1Q$`$1Y>3\610<,K:LZ^9.EX^+1SV MPSJ2B4.933*A-R..9>I6NPY#@7;A-+S2$)'2$36)MJU>+^2+E5CN(\A5)-^5 M>IIU#:.?!'4XVKK4MZBK:H[>6VXF,W1\JR]?L-_:978"W0.OVAN*;*>@83JMJM[-GE:Q4C'CV6E;/,U MV`L^2[,FYGGK>&K]<8N*_6XB(CG=EM[HDE-O6T`L=RDS3#C'3[JTE3_#]=9/ M+\9+G3<7ZUXTQB:-%DD8C2-JJF/6TRX!RN"B:ZD]&9+E,&>0\I6] MN@9@WN617^3_3S5!8062C6C2+3@*R@X#XLE<@(5NZ$77JL[UPE?R!2';1-X+([Q[7+#$2;1%]#VBH33N/C0L-7FF3@IF*/UB,XV:G8V, MACN5#J''ZLQC1G6BHF/^Y"1!6@%("`$+`[XNK'=;^J.EF7$FA4;@C=,JXO:QSQ!.TJNS74OS`Q8R97E%UV0C]>J;Z3 ME%PQ!:FF7D\B2B"C<`1,9_D*9GV:R@"JH",$T146.5N0B>PXWDV2C=0=1-A- MDY(@+#B7&-BL<*U.EZR4C<%T20M%B52>8G[5+7.5@8]4P")B).%%"D.)/*.H MHEYB3L,Y*V"TNEYV9L$Q(SMG>O%U`8?NWR[AR0/4* MHZ.J0/.!0X'?NP^L&1]:&6OK_(<>NR3V'UWH.QU0*LT.V]&LWN0L#-M$K"=5 M4'#^-1AV+UXJ7T2_#ST<`MTQ$3'OV^'%VY89DZ9\34+?8&Y['J'/6/$]C5.DB1%=4K;5W#%9@F=!9T M^*;NFMVYFOX=78![2=KLK:N.ILL;7]U,`Y!Q=#H/%CIQP9>K==FI[';DQC'* M@V=/89U>8,BQRC\2N]CFAC@<&X`$6NZNS^1-\MN\J9XL"\G8I7*-\6B<;UUN M9PY^AJ&G+JP>*:'6F2H]V[=O#+1A$VB9$S/)Z4E)-UYG\D[6/=*T*\,GJ3CG M%E8L.[4'*Y\SC/Q#.3ME4) M;$_U$_."?G+YS%$Y2]P\QB%$I3&*'?N8H&,4HF`!*!A`HB!A`!UV'BFP_P"< MPK7\>JF)/_S7+O`F:\,E^]6[2?[PF:O[A<7\HY:[_P"O'7S_`+9\'_WCT_EX MWPR7[U;M'_O"9J_N%Q?RCEKO_KQU\_[9\'_WD4_@7-O%@ZEH36.,";K5V-,> M8H=C=8'RN+&9@".'/F*9:\L&B:B(@FDO$ M5X>LZB;B76E97N#6I83SQBBR-[%(3$@#&"B+YBB-D\@4Z8<*N73=@W=R- M>9WFI-E%`]>1DIF!B4C^JHV*%];>#6F"W"U*S]K=/-T5293Q[8H.#<+&13") MNK4IIBA3R2RZ:A$%X*Z1L%)IK=@%/X8W8Y`,)@U%,]!S%;FIFLV:,5BK%7I: M2@+%#NTA(M%S\&_7BYJ.714*!B*1\JS=-A`Q0$#(@8/L'@=V;5[`63:O9'-^ MQMI.\<2^8[I-%05.XCX%\].C3ZXW0.90Z00=1:P,"V9$-Y4U&0))E*)N MW+MN<-33:9>&"RCA^6BTHN^/L)4W)>5B%(X3TF?4S7E5,Y!.R"DXK M,WGD(^1[I*D.TLUT-4:LNV,`&>,YAZF02E(JHG?,Z]G?_-$;L>;YCC^I"/;Y M>8<"777GJ,;=4FWMGK0]IRY=,L4J8>"HN%@H>79F4N53LC5T<1!\0GTB\AG MRA3F]&>@)A@8WJ,S\R%\/A^^^ZG?[;-7M^/M@G)7;^CY\NB=:'I,5SJ485:S M='3@ZWM7B>->JXBN,D(,6-JB53G>R6([G(IIG,G6K"['XN!E5DEQJ-I%*22* M$9(S[=V'5?24QYTG]V-0,5W[&>H&K1KSCJ"JE*R]5;!B#'U@R!0LHP44T.\6 ML,Q+P3B;ETK*[:*6VK7!PX7+8&#L%RN2RC"3:,JK'B5Q$>K+E41'N(X>P`(B M/OW$:<\$1'\?O\^85]/C=O+O2\W"BLCD;V*,AZ]97..]D\2KJBT/:J1$S;F+ MNM9EH\YCLRVVE/T'\S4Y`_=2,LD5\.B[^B9>53>9:>(ML\#=NI]V.:MA:3.2\8LNT?EQ!3,A6*;R3&,W[RM.JLB M*:A3.J[-3S'[UR8Q(ZND;TQ;+U/=AY7'9[/(8[Q#C2OLKAF#(,3&,Y*6CXV1 MD!C:W3ZHT?F+%EMEQ4A[* MULD)&$'XF2;Q]A%HF=5B+4^'H^6JK9@8*H-'9Y"QQ8%'05VU-60KKJ1$HFX82$+88Q%X[+"V6(D4&;] MTT!D[5VW8J$`._?N(A[%`!$P^W?MY0`3=_XNW<95V0<)'.@2PMIM MD@HI\&H;@<_W\V^M.Y/0DT'N6091]/Y-Q;MQ9L$Y$LDDLBM(6:9QWAN\%@+' M(*)?MBLE.426JCR4=NQ,[DI<)*17.HHY,;D.6D.].PG3_P`TQ>:=?[4:->_N M5A=J/+G=.Z!E&K(N`66JMZ@D5DBO&P@*IHB<9BA8JL]5&1@)!L. MIRF]"/"]PF$'S9GF#J>7^VUA-T@JB@O7ZGK?*8Y-)L5%#"1PVD)^MSB8+-R% M2,I'G#SK'*828B:GZ,9WW4@-AG^O\0UN%JUVQS`Y2F<;M?=@,<01Z)/A\0\I&18G(^0YB6@FDXDBBQM$*K'3D7*0=B8I-@?QKY$LA' M1,LB^C&MHGPGO_0`S7_O=7+^Z?$'-?@LDJ@HHBLFJBJBJJ@JBNDH@N@N@H9% MPW706*19NX;K$.BX;K)IK(+IJ(K)IJIG(78'^$]_Z`.:_P#>YN7]T^(.!:#/ M]X;\DWZ!Y%9TLOPO4@_.K[>?S_N?&?\`Y?S=_^[XSX$JO*%/BV:Y--MM=5+>N*0UR[G;UD=\_<1[$RYV[%:11;QP2"J2#==\9BT%<5TVK8R8<=Z(72YQ3U)] M<-[(')S>3K%@J=BPJ3".8*Z5BO8J7?T*SDV1L$+]'NE`3GJI/QTI4_K76GX- MVDJ08QU&247/1;22918=/2RY8Q)U"=8&..K[/8HO2FR^.<6S$[&KN&()1DUD M^'I]TKEFBU5TFLS7))ND]CYVL3A7,8\$J17B)W+1LLE;%\(_5XIIKKMW4B'S=8RWP;U]-'MS[XU1!$BS=K'1[%QF=S-KE#2MPI&<,LO&U_QT_$L$[M-=R'8I!O;*3)-D69DF1)IJ M23@G*+=N=J9)#R)E,B`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`P<&\.QT_*CNGMA9< MJ9FAK[*XUUG1J628I]&*/XRMVK-7UO92M6@+7;6X).U5HE%@M>75?BW;=[." MBV/,.4HI=4GV>$L7#%I" MX+,57%!5ZTDZC/AP56D?K5=E;7,Q:B8++/&LS')-TQ#T40E$ZS.LY=/NDWTC ML%#*NVX.GC-!JZF'\CLQKD)VR+=1\[?K*97I;MX;X9,BJC MDYR$6`$6+MCE&H MG1E:-"VY.DF39.%F'GHMG",>V2LOW/+N;;QGFV.FC3(.1LH MS&6+"]KK9>)8L[A8K4:U2#N!9G=O7$8V:3"YW$4U%ZY48D302*X4%(J@A,UX MCS$:51ZM.3$JC&G=R6:J)A2_MHALH^/5K%H;`P4E_@F,B7B4+*O#=4*B7(BBJ[F$UIUM MMQ%!,)%EEX2U7ZP%,)_F1155F`^;YE.;S#\AY)SXJW'N0LCX,TIV=AW;%;#= M=D+#6)Z(3$1DHJY9LK]=M%2GBJ`8R;N&=Q=-E:\H8H)G;2"[`QA53>E%(,M, M9[82/4L\.SM-<,I%>J9"Q[@#->*\G23"647?62Y83I<5;86Z/'#A`5B.;I$D MJ]DLS8R9D3OWTXU;K"W,FN%:?PZV9+)BSJKX(AH4"KQF<8+(V'[@T,X,W(I" M2%+D\@LWJ8E16!1>+LE`AG*+-.ZC7N-,J8_K&(9-ZDX725C57<-8(KTGT6[^Z5:2+)P"2S,N^&LU9?I=J9NDUVH_%TK%64HAP^:D9&NY5&X(M'%[ MR^SC3P2""A%E%'WT#0(@JJBBB"(-UK2L@AZYC+F3M?=(C$RN%.FIIG0WU)/C M^>0P94+%;:VY:G9RB5PNC8]NL\A.(+"+I*F#LKZ43(5W!#)TB0BHG3[`@[<`9(2@D) ME#B9/NQ%K;WG.VM6%,OW%G",ZVSLV1<>5ZVS;2OQ[E\]9 M0K:0F&;EPA&-GDE(.D6:1B($O4F#=%FDX7\YTVR14B"4@"`A5EG/"/ MX:2AI=2N[A9F=6`D7(F@FLO0L9-XEQ-%9+C$-Y1=DV.\1CEY$&J3]5J'Q!&A MUCHF(J!3EIF4FUY(UF[H)D*VV6^7G3?6ZVW2Y3DA9;7:;!B. MGR<]8K!*N#.Y.:F)-S&G.#G7<+&,HJNLY*PAHID1-K',B+N%U4VK5--%(RIP3(4H]N8R9EZ= M&B6PDOL9STC.7/]E:@2\FV7EL3 MLZ-"-U&T1$23E--]"*U6`8$JUC0861`@"SJTQCV;L MFEF!YZ7HEJ=0ZMFIDE+6/*CY[5K`K"2$E#+34"Y75C))6(D9"-.[;*F9O%TA M`W+^F#M1-7-:4#HX`U\P[AXRI5B+O,>X^K5:E72;CRBLD[FF$>29=)*>4/,D MXD%$A#V\G81[_P!LH:DZM9MLJ=RS%KGA#*EM2BF<&E9LA8OIUPGDH6/6=N&$ M2G*SL0]>DCF:\@^6;,RK`W15>.5$R%,NH)@KE>&0.0W2LVD$IR&`-A/GL:R9L'3I=`ZR[-JW;*G,DB0H=)1_3XT1B7T?)Q6FNK\=(Q3QE(Q;] MC@S'#5Y'2$:Y1>1SUDX1KQ%6SIB[;H.6BZ)B*MUT4E4C%.F4P!E\`=P.'?M^ MV*]A#Y@/J'["'\8?,.:U7Q&VJ".MG4>N=TKT4=A1=I:^SSO"F3`HLT[N\>+U M[+<XCW$?YQ$1'^/E>[Q M&VC-JW`TWI]IQ/5'5HS9@W+-5?U-G&HN'-FC^5J M-O>E$`39L*M(/A]DE!X&(OA2M3DJ1KGF3<"PQ9TK'G:Y_L:T)VZ2\IT\78I< M*%EWT:J!O=K9Z!1LHU*:H.2:?6;]1[(W1 M:6"H7*#CK)6IMJW=MWZ#>6A)9NZCWZ*+YHU>)).6ZA".6R"Q0!1(A@#6:>'Q M63_SONIH$52,8SG,Y0`JA#&'O@K)'<`*4PB/W/?[/;Y_,.9$9-\29U2:_?LD M56'R/A"/CZ_?;[6HAMF;%N)EG3)9%9QSQVP=^@X)\0S=/70^0>.Y!_IGJZ]?R#MT_?/'6"\<+ MNGCY\X4=O7CI=6O&57E>E>-)^4^/([)(S5+PPS@91V@Z.FV,X M:'?,G!&"ID$C&8IMO,7S=Q'9?8PULUXPDNLZPY@K#V*7;A%1NY>8ZQK3::^= M-U3@=1!R^K\,P>N$3G`!,BJX.D;L`"00``YQK)&G>IN8K6ZO>6=:,#Y+NKYG M'Q[VVWS%-*M=D=L8I`6T8S<3,U#O)!9K'MQ,@R0.N*;9(1(B4A1$!"OETI]- ML:[\>'YI^M>2SJ,XRWVC-)*GEEX<>[`5&1IDJRDBOZ'DR`7?AC^^-V+KU( MVTXUO2)6A3."G23=A%*+QMSJ[KRH2L:Q=))K*;97'.,,<8?JC&B8IH=/QM2H MQ=\YC:E1:[%56ML'$F[4?R*S.%AFK./;*OGJRSQV=)`AG#E51943*',8?T7K M'5`RA`.*IDFD5#(-7=F`[NMW>M0MK@7)P(=,%%XB>92$>HH5-10A51;^J4IS M%*<`,/`U2UCZIO4@M>-UL4V3=/8B3H#B/6C'L:O?';61D8A9N9JO&2]R9-V= MTE8M9J)D%VDC9'""R/=-8#D$P#ROIO=+W8[J19/BH#&%>?5[#D5+L"92SU+L ME6]%I,$+I,9-O`R*R(M;ED!=D#DE?J$(+Q3Z1%%W97$+").WY=BM%](?IBPU MB1M4?HKK,E--W2;U%93%T&Z9).D5?6353AWA'$,42J@!O*$?Y#?>F*)?;F?U MBF$)"QKX M@(^_`I_>)_80-[=A#N`_+EX+)6'<29FBX^$R_BW'658:)D?I>*B,D4FM7B,C)8 M6J[$9./86:-DVK.0%DZMTDW(M7"[?U/25.0W%L6:RZYX-F)NPX7P/A_$ MLY96:,?89;&V.*G29":8-WBD@W8R;JNQ4>J\9MWRJCM!JL8R"+@YE4TRG'OP M*TG7,Z#*.?/K3N'I34F3'.*:+V>S)A2%018,-';5P1-PU=M'**K9VT<)).&KE)5NX23624(6S^(=_^/Z!`?L$!]P$/4R#IS[+5Y7R7D0T"T+'M[3?GD'"UR0ML@R0$K(LY*1-> MATI=\V004E7+/Z1?_$2+ATZ7#L8_WAOR3?H'D5G2R_"]2#\ZQMY^KXSY*F?[ MPWY)OT#R*OI9?A>I#^=8V\_5\9\"5;FNT\4[4/J]U):G80544"^:NXSE_*8" M^5$T!<,D5#6P@=O4)J@8 MYQ[AYO(IF.^`B!@^^[`*:OE[@`>YO+W^Z[!)3X2(I@U8VO.8I@(?92``AQ*8 M"&,3$50\P$-V`IA((E\P`(B43%\W;N'*;>[25'F=TMM6^/7<1&X\E=FOQ];?Y.L;-M)-F93K+)0[,BRS_`-`BBBHM$C%2'N9,H6[^B_M_A72G MH6Y*S#F"X-*B@WSIL=$56-052);;[?9",K3:MUNDQ*:B4C8)YRY;LS-TX$K=)TJF$Q7B;L8R6.+]T\8=L23G*C4M+( MG%T7D'Z+>IP5FDZ/.-&ZR;:642%J>36B5(^>6B3.C/V["4;NU4"I*^H,B/A& MJQ/ML2;FW)6TLG-4F=SC+XM'(,VUREIE@5BB6/Q_6<6WS)#!BU7>$0<6"3L M4?0V9'+,5!CU!KMNQ+A[+6B99OF4 M0X!-P#),([/#1PUAO/5&W)R[&,H2KU*,QKEQ.P5RLNAAX)G(9-S[%/ZI!0E: M7=NW[BOQOU4L)V0G6=H0!6S%!T]!S(-"K\JZG>BA=K/$7XBPV@E%/ZQG.BX0 MRMEQ&$'YZH6EF5D,^:\[YZ[4:_JHNVMG%6F9-F:=<*V\D$YV3KUSCWL<#"S5J M3E&R#MVV.VBW4>J4)>&EXN29MW`9%]23I]1VSFRN0]G:YU@<#ZLY(LN!ZMA( MF.X^T0-/9C7XF/*ZFJ=8\CQ&;(*X.:?<;N:2EW2IJN=^A&C'1BT?*_1'[J#* M7K0=9^M].['=6Q=KDICV];,WU)UVR(KLHR44EGCDH M0E"JJCZ/3=N6,I,2)OHV"%E)1U>%VQU$YR@=]MA\U2MFR?DS($A5,!6FQWBS M3DX]D<:S%47M%FBGCY[(J.''TTZ?,6ZJRQ_-#QD&P8PAH]H=TDM'8KX>3';Z M&JSNM=6S0QQ//81NXR&U>6B!=1,?=UE3G?1]5EXC(I'E@@TFYT`3F;%&Q$X] M=@LLK&MD%$DB3EZWZO53H4=+/L7!1M?@"9$J M>!&NR-YIJY7I6\<4:$WEJ3C*R.7KA)9,$CO;!")1KM8HE2DY"/DU`6*U.FID M/FGH_=3GJ&YWSGO#M/%X.T?KMZL(34DYSUD@S-M3ZO76<=3:A%(1$(G9'K*& MC8J,BX].4MDG4PDY)=[+-8=JC*I->=7=%3J)Z;=-7#>TF5,E%GK5N+DF/<5K M%4%"X^L^Y4<$E;(#-<[IK`0,,LJ`.6[-LE&_ MNOU3-V]^ESL]A,LNPHGJ-UVN%L?M5Z1AUBLW5.Y067J#5Z[<6EZU<*F,UEKQ M*V:11!-N9NLW,@F)0OW=./$EHTLZ;MKQMN=F[7;/.'<%Q^148NQ8W8(V#'L5 MKK5H,)=Y4+LZEVB3.W2C)V-H([8/H959O&/(J$=.YQZ`N1UH:S8^3LKN&F/Z MD=H?(^37*-%H<&U\RC0MXNB@5&EP[)$`[F9I2T97HYLF!2D%%%(@$(4.UH+I MPZS96W&\/CN%@C`MA)1[S";;SM[*["X^X;0;&9:( MI'8N2E"/>V"`@$YWR1KN37+@)X=K7N`V#ZGF)'UD<."Q6"*W9MAV[--J"Y): MQ4PT5"T]H_7.55)@S9V*VL;`LL[%TZZD MHYRG=]1J-'IPK-45)6$&C6:\U]V63*8PD$DLK*>>'63'TW)&+X/,(I"8;"/4 M*KK;.WAPDK)-*P4Y.P^GFL.96,U&N5G$46R4EAC.=?R44Y70074%S')SC!$5 M&Z1S&>J)"4OF[A3JZU.:+=F_J<;=6>TQEAA%*CD-SBJI5VTQKV&E(>DXLCTJ MI61^BI!%!TSCK.NRD[M'*BCZ,@WM/TFW4<)NP64ML[KY`HV&?#+4>+8V$RR& M1-.-6\1T-=VV]-U8I[(,50Q69`W`72;54(-M:)%8#K"5JVC%_*X*J1,W`K\> M&0R+&4?JO%:VFP-7)735/9O.-607*`]C?43`=BH"J M8=P`1!%Y67"(#V]RI@8.Y1#D6G0P2!QU:M)P]0R0$R3:W'F*V4=";T<19(4! M(4TTU13*J(`0[DQ2IM`'USJH@3U"Y+[J9!@^F5UM\U;`80M51S&M'SF5W/S1$[(=<^S9,QRU<*1DGO)@ZE5@%TCG6EE<5WG&6+%98J"7F4!M,R]-D)) MBF7[OZ,<-3J@10RI";/LO_6_VBO_`-P_-4_T?:G:LH]5325NP!>W'''`<<<&_)-^@>16=+/\+U(/SJ^WG?_N^-.2IG^\-^2;]` M\BKZ67X7J0_G6-O/U?&?`E6__@?SC[!_;S6\^(5R;==L.H#.6C'F.58]Y+5%D60:MK;8GT.SD$2BVDDX@74>=RR. MW MLJ7VKVFK8WQS#Y15964LPC(708Z`JT'.MY-"VV)6`;JR#EOYWDG'N9-$C4+S M_2=Z*.)>EVE-9MMV0Y3*NQDYC^4K%QN+9)U"XVJ%4>.(6QV"O42I`5Q)OD@? MUMH9S;["LO.R[5FF5C#5Y!TXBU)W1*`_,/-V'N'F$3=A_&'?OV$?F(A[B/N/ M<>>>!KR^KCE/+W6@WIPCC?3W7O/SZL5&G3U`QS)9+IEHQM`WIW(3I;-<\J)M MKG%1$71*4QC4(EJO.3S\LM*0L=&O7D>S77B893NQQT@?$,:U8F8Z]:_9_8VC M"5BB;+],4;"FPC"BP%9-:'9W5CB7"N1J[0[,U5L*[QXZ7>TR64;G.H\`RS$S MCRN+XWE#OW]Q[?+S&,;M_)YA'M_-V^0?B#GL(`/S`!_EX&N5C^BKU_XFFN<= M1;'(<;CYVR<1KNB,-W8-G3',:Z(9-U'*U9MD].#-'.DSG2!3((]Q(01_&)0$?T<#3"W"AV#&U MDD:GD.E2M!M4)(.8V7KEUK#JJ3L9(,5"IO&;V*GF#!Z@X;',0%DS(]R`HD?N M)%4C'OV:":CT+J7^'FUVU6;Y>&A,DYA=&UV>FP\-;G]6LN-=AK)>7E4>PCY[ M',V\B]8K1_J>J[258I2C"5(D]0,#=S9FGZ+2K6JW6M%1J]D6:$53:K3]>AII M9L18Q#JD05DV3I1(BIDR&4*F8H',0@G`1*40_=`5BMU1HK'UBOP=<8KN#.UF M4#$1T,T5='332.Y5;1K9J@HX,DDDF98Z9E3)IID$XE(4`"O)C/PNW32HLY7Y MZS.=@2Z+6"&;"L/Q:-?AK(#!!ZX! M7L[<(E(+D$D?.7NF`C-]QP,/M.M%-;=$,5V'#>N5-?UFB6JXREZL3"PVBP7E M]*S\S#0]>?JNI:U/9%^=F:%@H]@A'`J5DW2(J*:('76,:$+P_&F,%KAL)U89 MMDVA73.E;8RNK^/I)FN*TA%TS'SV9R&[A105;@JQ:*L;]C]!0`>*_&NJ_P"1 M=`GT:V77L_<^1$0$%`!)A!0L1"A-2[VP3`1,:RC0E9Z3%,9&;DO@D$/CY>0% M%(7TD[]9Z[%-,7"ZGD+V"&;K4]+''>_VN-PMU6K4/#;78HJ\S:<29!81*))R MVA7XMW)+8@MSMHA\;.U6VD;F90A'AG*U3LZL=,1'IMSS$?*?LLO2AP[N%TU] M,=3\[R^7J,QPGAG%+Z.:4:VC"/HC)#'$K*O*/++%S\7-,;*-:2>R M<:U:-9&8<1Y>[PA&H[+KL'?OV#OV[=^WOV^?;O\`/MW]^W/'D)W[^0O?OW[^ M4._?\??MW[\"JUT,.A3E;2#+LGM?MA)T?J^,^2J'^\-^2;]`\BKZ67X7J0_G6-O/U?&?`E6XXXX# MCCC@....`XXXX#CCC@....`XXXX#CCC@....`XXXX#CCC@....`XXXX#CCC@ M....`XXXX#CCC@....`XXXX#CCC@....`XXXX#CCC@....!ZG^\-^2;]`\BK MZ67X7J0?G6-O/YOW/C/DJHAW`0_&`A_3S&_7+6NNZWJ9\/7;'.V(,^[)9.V5 MFRSJ,:D,!8LHH5Q*5KD.:-;MO7@HX]=34CEI`%I(0=*ING"P)IFX&2/'''`< E<< GRAPHIC 20 g212045.jpg G212045.JPG begin 644 g212045.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@!`1$E32S$S,3I;,31:04!@Y*S MMR0Y1%-9EJ'7)WB"N,+P)28I-T=YA).8PP@WOV=#%K7KH&Q>F_8T/?H'8]ZWH&M^WO6]!WK/(QPYY#O*)=-N=*TB_ M6SSD@[.6US<[\AX.ZIJ2PN;9O0-DHV:/AI8ZDI0V,;VS=+<^LRD]\.L][5/) M0"(1KJGE%1?U=6I?\:[\\?'"]3=5R+F9%3T MAATI[%/D":WI+)^6WE8SIWV$5`[0=]8*3G[BUH8S;X5NG\I7)FMI,,-J^.>2 M;R1W9.ZH\<<,O"KJXZD;NW_)'S38_9W[@L6DK5-8+P%4,&M2*25OH9X>APR- M2>YQ6W#&&<)$*[X-B9;0]N,5-$8H*3"SZ>*WKF4=W>/CEKK"<,+3&9K;]8Z<[*:Q0,5=M=<,_YDN" MU\4NISI#7=?,S)(]CD:U2:%J5K+&-8]OJTE.C(6R&1.JAP? MY`M3(T296\N:X].C2$&%IRNN=PA#U?7OLA#K_P!`5M_,'6OGL*H=[^;7Z=[W MO?Z][WO?R[R1N,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8 MQC&,8QC(ENW;W-S'V1$^"W*P$J?I>:T\\W?'X1[U.&4JAC*ZGMQI!CN7L2-/ M)EJ9N?I"UQDWT=%\7C4@D!986]O]T.EIC&,8QC&,CH\?QKZ]_P`P5M?\0:@R M1>,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8S;L6M; M]/7UW\GR:UO?IZ_-[7IK?LZW^O?IK,3G.G/G''#=M]-7:DKT-AO MEE3$!E.\>U3&E*9U/+3\6'\[I"C):E*_=95LA<)&YD%#0:>6ES%[@#P. M0'I+N*W[3L'OD=G3V<=^.[Y5WD):>/H1RU<[W!8I4M2EQIDAEFM%E1&?+FF( MP=WY]=Y!3PT4\A\SCO[EEF/B%RD)4PENI"A_3OH.W&*_Z,IF]XND5M\8NNJ* M[MN.(%YBA8+)B#/,F=&M-1C-2&*TK>])TZDQ*::G,.*&,DP98@BW=G&,8 MQC&,CH\?QKZ]_P`P5M?\0:@R1>,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC M&,8QC&,8QC&,8QC&,Z=_D+#%69SD4F>FF/,#(B/0KLNZ^:J>KZ7\N41#>A)!;3^CCK M'/;`O>M*1YPK!(^HD)\;GEIV9+'Y&8XQY]4.20B*L$)+5NTW6:^!VET0N3BR M%NF!2EQ=&]8WE;5BVE/NB?(SVAQ4^%S>M.?JU9K1X'\0=5]"5]:;!#7*KV6W M)>S,TAOVW:N6*WN8I7^?-CJS2^*L#ZQD?#"(TMQ,S%N?%?:_8T%HI9W)UG)> M?'F)O$I?;?H#QSS!_KNHK4(,F"9ZKB/3"VYJSJ;L<&YFBJ4,:L=EC[HPQF:J M5:X]J)92P%*U$2JS\"TCYZC-M\\/H5ONA34$]=5" M^64,A[-W8:BDR3T'0*#12L(/#:V M@;*EC<'KZ*QV$0V.H=G"0L$4B;.BC\=94>U)IZC:5J9VY$A3[/.-.V40'9I@ MQ[$+=68QC-A@A``,0`;,$$.]A!K>M;'O6M[T#6Q;"$.Q[UH.A"WH(=[]H6_9 MUO/(SR+Y3/*7>,JZ;KIC-Y5FO7Z2%66\MWCSN",3#EZ]N9K*0IH MR)"T],TFU$N,@7VQ+4J^*K%C@D9WV)2S3+*$S.E^;]Y:^_JNKSLZN$%CTEUE M/^>>F>$J&B'6%$\JV#+*_53+I-Z@&OBSG;F/IOG]_Z"ZDN?N)IGEW2;C:P:N*H1 MJXCJ:,3"34'/^6+'N-RE4>N-UFTJ8V1_=W>8B1-<8=/A1G;E1Q):H[.!XPNO MG?O3@CF/K:1QA!#I-P/[Y"I7MB]]GJUA3`ND49#V%RU8U M5$;;GDEO4J#&Q=HY"L+]Z+0D*/;2J`^Y^I0_9EGC&,8QC&,8QC&,8QC&,8QC M&,8QC&,8QC&,8QC&,8QC&,8QC&,8SII#(F")LCO)I2]M,08J7NCP[.)Z9O;&U$F*-4*URY2G2IB"QFG&@`'>]88>M?.'R%7%"IY M'RA=](=,]$6M(G&N.8ZBC;W/)BDM&Q&B:,T.D(E0:@AE4A`U MHF"2%M7P4QR@H3@6Z)<+#5XN/-'Y2+!Z,!Y7IXR59"HE\(-O+S&TR1EEW+*" MQ(Y9K"4GFJ?CB#OK0HN&#+H&EEQL3E70MG(I6G<7".FO43DS2-Q:D_H!KSP_ M\MCB_+N^KF\[N"VN3H^_1^L+1OIG92&=E1/TD2R4I`S4="R6.D&QFAYS:T,U M;(EL*?'*"QAG:V)K>QIDA8M96]!T'U]/7Y?E^7>]_/OUWZ:WO>M>N]^N_3T] M=_+O-V,8QC&<)Q;TKJ@6MBT!AB-P2*4*H!2A0D-&F6$&)E`"U20TA4F,&2:, M(%"8XI02+>C2#2S0`&'SI1+\GR0MTGG;G+>Z^J)(BCU0V-0O)$B]]ULFM?G2 MN;JB4*AMK+166E@"&26!.%<-BAE90Z0RY`1:XH99);ZX`Z0X-8ML0F,/:HVUQZ.L+(@#!3HK'W-C6"G4O;OI#[LJ=9$_'HTR)$<_P`G?%KI M(GPU$B1(C'5T5B2(TJ;W(@OBKT*)'UC`Q)$:5*)30MMFJ!)DY)`CS-V'48]F M';*`#9H_:,,%[9GM"]H8Q;WZB%O4_")+9=K3B)UO7<-;#'F63J<46/#:1YP*]Z"G[96?C(YRNCR.N M9#RVM]C6G7"8FG^9:D2J7$M,X!F%]7`WL;(YR1&UB.D#=%HBSO8GYN3B)1/) M2PXHK+`OWAO,?VVNN6HUP5Z*LN/>/Q3>@>?(<:%Z3+&>:R1>H7_ M`)TV)(T;:G-3(&V<(9$>QJ7):=^>#R42A3I\UW,7'/-?'-6P&G._SFE(#9C(U3O+G`R32+_Z;?C%SV?\`";D$I0H!OWNF M`3)K6M:^;6M?+O?R?KW\^_Y=_IQC&,8QC&,8QC(Z/'\:^O?\P5M?\0:@R1>, M8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&:;WK6]:WO6M[]?37 MK\N_3Y_37Z?3Y]_JU\N\@STGY'N0>7([=CE/+<89/,>?8`ELZS:4J=4AM&^F M*%KI8PPA$^J:CBJY7+$#4=*).QM:AZ>DK0QM&EX'%]6;YV;(9+GE2F@QIT9EK33:F1VG"F%J M,8@L]BS21(QS&*@8&S$/9LE8X:\1*&NK:EG4;A;X,!L+9`IXG'$*(DHN1,$J=!JWA5G(K^ MN*_J>'L-?5A"(G7<#BJ$MMC,,@\=:(K%8^WE>NRT;+'V-(A:FQ,'8A"]R1I" M@B$(0Q^T,0A;K3&,8SXJ5*=&G/5JSR4J5*2:H4J5!I9"=.G(+$:<>><:(!91 M))0!F&FF""`LL(AC%H(=[U#,7DB\>(-B"/O'C$`@^NA!%U)1@=AWKY]"UN>: MWKT_3Z_-DOF1[9I*S-,CCCLV/\??VQ`],;XRKTCJSO+.Z)2EK:ZM3H@.4(7% MM<$9Y*M"O1GGI5:8TI0G.,*,`/?:8QC&,8QD='C^-?7O^8*VO^(-09(O&,8Q MC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,993H/HNE>5JN?;FO\`L%EK M:N8\:WI%K\\!7K#UCJ\+"V]CCL>865&YR.62N0.)I3='8E%FAXDC^X&`1-#6 ML4"]SU82B_)'QKT,_2N(02WA1^=0D44W)*YNV`V5S;9:)).7`IHAKLFKOH6' MUC,7AADST>2Q,K^R,SBSKG\T#"4LV[C`B%&US\M$+MQHZM9.#JFFG45C\PLB MS3I(IDF=>;>57:<,-BMT`GL#WU-:S(@AGYPULC.?9Q(2&UM7MCI'8NY$L+^H M4F@/(P;3WOKL'O:P:/@'.-C7-TI=M1O"=;?]0>*FY9L[%\$?C:MB6,$JD=!I M8DR[D$PG%FU#6$D<8'5=\3J:OS;+#GV_R(LE8I;<9,0D*-2?!V&2R5-"VA.[ M/2?<0$CPU[5T(B58 MD:!I;$P=B$+W)&D*"(0A#'[0Q"%NM,8QC&/F^?,?/D/[RY/XHI"6K^C;FBT" M>)G"Y:T5[`]''OMH60\KV5>TH6VOZV8"G&92H9CJK2(E+@W-(F1I$H`>].K: MET,\/G3\4EKP.RN,Z[;>A^8_&MS[0=>^/Z#0J#2NR;$Y_EW7]_6TPU,PM)EL M+HDU_P#(:UKU_);Y(M+8K`$.U5[JICSN,0T2YQ"G]%?B6]K^Q:^.#V_7V_B* M_)ET*X=/L42KWE*W^C8Y%K4<&'@9:[ M>8?NNMBNF>:7UPY)N[I6&=:07E^T[JE,'G#]S^ZL'`-616U#YK#JO26,TRMC<+G26;7+&2UN,[?2X:HU)5 M@@'EF)"VC.7XU.P%'>_"O-?7*^*)X.[W37I;Y(HJB5G+6UFEC*^/,/EJ9F4J MMB5FL0Y+''52P[6F&K@LZA"6M..5`..,KHN6Q63=:Q)/&Y-'Y`H8J.MMO>R& M1Y;78YF7ZL2J"O>3J4@4J!MZOW1(J+][*PDG>VF4`V#VB3-!E7C&,8QC&,8Q MC&,8QC&,8QC&,8QC&,8QC&,8QC&,TWO6MZUO>M;W\VM[^7?\GZ_FWFGM:]/7 MU]=?)\NM;WKY?TZ]-;]=?KWKY-?IRRUJ]*<[T2%C%=M[TW3X9.J(11L5HV?" M(#^<"Q2X)VI.D8]2I]:A.ZDYR5ID!9+>%2,2Q02F]/=C`@W%`_RR\"G6Y=// ML6OI'95]<_Q&U)G9U-U1"+)LN?LJ"EC]HK%9TC7$(>YI'F8L#G[+2*%M+BKD MRQS'I(B;3QA-V7:0SRDSZ>TPVVUS;XU?('<*UUM5^K!'!9O5D9YFD/O5BBK+ M*@V8>"])='S2ZN?].Y\F-P2M9I",Y==9);?DOD_1$$86WDN M@*YY=6QV'O,_LFP>C5\GN5G<7^O$+O*HLS577T,41I1(*]L15**^4.LJFI?J_L#M_ER-*>5NADEW#BO'=)PPB;UK!' M"H[3K&9V-5T-[(M`Z.7G8<4!,FY3%8J](6F4L"15)91!GEPE[2Q-BYW$Y6?8KU)>3W*>R(;0AK>,L5 M4`<'B:*M*827'L[C.%T=Y48)2EGS5YAU%+I=%9LKE<.0,NUTM;YV_L32G+8@21')G$;++WQ(Y*EC&%H4I& M\B8]9556E+PEAK:HH!#:QKV+)`H8W"(#&F>(Q-B2!WZ^X-3`PHT+8B"(6]F& MB)3!,.-$,T\9AHQC%7V,8QC&1\Z4ZMYRX^K5SM[IJY8%2U>-83M"D$Z?DK5I MS6$$B4?`T9:M;-?)?(U!0!;0QF*MCR_KQZT6C;CA[UK,.'QP_)AY-!%MGCMJ M17PMRD[`3F"[][!@P%%KSQC4&;`:Y\O6E4,U M,VM+JF`2.9_'/B2Y7Y'EKK=:XB9=+]:2PI5J=]?]0/\`NV;YD`G$D9"]`QO; MN1IGKB,"3G'MJ6-5\T,*?3+LEJ=%;R40$S=\C/&_X\CC#33N#^,S33QF&G&F M\N48,PXTT6QFF&C%`]B,,-&(0C!BWL0Q"V(6][WO>2^9&1FC3,T1R.-+8P1Y M@;$#(Q,3*@2-3,RLS4D*0-;2TM:`E.A;6QN0D$(T"!$00D1I22DZPYY.YWY%K[EOCPXHOS0;59D\;MIYL>G&UW+AO@M?XOR.7R0?W M).%L8K">T7M#SA7.&2UD#3742C0+C?9>K4[;K",MQSD# MK)TIK@O/?2WUQ-=`;!>"%8Q02MY36?;5E0#N6'=$]4=+2KM,-15O(UU@SKM* M)%0+H5`XT@XJR8,S1M^B#/$&V&M3<[&@@"R(M#LR[$K`#2?+MQIRO7W$G+E' M\I5:H=%T'H^!-4*:75\$FV]OZE.8H<7Z3O6D11"$MXE,C<'>1.92!.0A(6N9 MQ"(DI*44`/P-861EZSA1K.SM34:YT3;2IR-;6Y&@,<%6[$J8SWRN&D))$K/] MM0>/W91LPSVCC1>U[1@]BE#C&,8QC&,8QC&,8QC&,8QC>]:^7?\`\_?O?Z-? M/O>1TK/K_D^Z9Y)*MI[IKGZUK,AVENY;7E;W)74XF\8"VJ0HW$3_`!6,R-S? M&H#>L&!&O,6(2@(E8@IE8B3]Z+W(O&,8QC&,8QD;[P[%Y*YE=HZQ=&]/<^4( M]R],H6Q1HN:Y*\K)TDJ)(I*1*UC"WS.0LRMV1I5AY*12K1$G)B%)I:A4DJT2Y$L)`I2*T:I.,U.J2JDYA9Z90G,, M)/),`:2,98PBWR!&@!L.A;]G8MZ"'UUO6A"%Z^@0[WK6A"WZ;_M=;V+Y-[]/ M36_2*%A=Y<5U7'+'E<^ZKY]CK)4"5G66@>?;4)7*H"GD3\3%X^.5M+0\N+PR M[?I(H)8&4M:WEFNCR:!K1`/6B]PR*$F\T/$R6%4U8%6*K[Z:C%]F3;59K^8> M8[SN8MY(KJ:G5Y-%2LQCA:4AG+8Y:08W#(=#DR]>FV0\M2->R+$;BHKER[4Z M@=KINJHZT\:_1CPS5C$K25PZZ[,G5-U)3EOV!#6%4M@44B#JJE$HEI$9M>0) MRHZUSM7%!ZBX5J9ZDL:2MNE(DMJ1R?S<6W1;>Y1NLN`>1+R66NK(=X_9\[MS MI]D:*0%#T)B18@65JV5ZV&VN1.QKB#D9ZQ?$%<7*+&`:)T%H1M8R.G.P&&XZ MEON[/*,WU?2<%BU9*;9YRBE#4=7M23R>QJ+%);,=#+ALYQD%J,D!GLDVZO": M,&/8W"+M`D#>A?Q+6_X6'%2L^)/'M8',O6CG8?D&ZH\E//*\W3M?;S/.[II> M;'7*^D3C[=7-$10F5D)5L)81T1X MD_S3I6'\<>$+K+L^-TFTNS;S_+&CQY.SS"X,WR>9+K%<531=/7:EB7-0'.;. M[I*=.RA0O<@.[BX+TFR@'+!:SP4Y9?5-M6<_%O[BSL1OC/DDLP1>U;7R3QL[7*O*3>HO=$J&7]/34T)*W90M%_"GYM&%:-UL MTIO+`+W/,AD;Y(='GDASY9Z2Z&NOI%5+6A^9I]=+B](*5M*2(7M_,>2DK:[4 M.E@GYGIFE)I(PH?@`XM>H9TQB9W<'/W\M]VPL=2?DV/*BM!2[OQ51?,T;GL' MO>-V[:KKUT"^^AOW:V6(M3R8U0&4R1YL9[E1$4=I>O;'^@^[NT@?EB%K0@&,02RM'J0&'FC`2 M0`TT80;P:.7E'ZL[^6KX)X:N?B)'70U*QH>O(_U@RRFN>56`U(J]Z.0J4KU2 MVI;.Z+?TP-*B$BE"UL<2:GLA)\.%.3(IVJ%??FOPUT]"K,;.H>S[&FWD1[03 M'%N2.\>CR4"V&5@OV(E08W\ZT"B]TJVEX\E<""W!G`W-;Q(VI:$2IOD"#W42 M8&9'0=!^;7S_`#[WZ[WOT^;UWOUWOT^;7KO?R?)FN,8QC&,8QC(Z/'\:^O?\ MP5M?\0:@R1>,8QC&,8QC&,8QC&;=B#KT]1!UZ^OIZ[UKU]/G]/E^7T_3FFS` M!]?7>]:#K8MBV$6@:T'6][WL>]:!K6M:W\XLM)8G05$5#'%4PMBZ:FK&)HGO M4:5R>PK(AD,CR:1[1'N06!0\R)[;F\I[$WI5*X+0-1IQ$D3GJ0IMDE#&&-SW MY//'ZP6I3M)K>NJ-4V?T"AKMTI>*,DT22579#5;2LI'6;K%EL;+=F=>USLX\ MD46<=N12)Y3FEK$9YB,85&[,-_F`YIF,7OV14Q5_9M^.'/36UNDCA58<:7^5 M,)E\+3UHKPENK!%84/@;;.'=,[NVW9>VH74A6EA[3()@(H;`QN"PGHY1Y#>P MG^L:CL+G+Q#]>V&[62MG*20UW>EA\\\I3"J2X<^H&A&LG:*:S^6[*3S)(I6O ML2$V!5[7M;<9L_294I3)QQ;\HKMYCK6H7N6KJ1YEI*.4Z"I)NA@TTBO0TUD/ M3%NL"4IEIO%D\LA:Z.%S1OE0R',P,)D@I$:T[4X'H59UE M]%VGP;6_,]S>**=VS3O4W.T@@%3^/[C?H6L+AYGJAJE+"\W4K>;"GKZTG5S2 MC;3*Y_C5^1FRVE03)GYQ450\-*BS0)O@_P!3C1`?,<6COPIWZ6X&4K75H&7S MZ"XD+W8QEL/CSS/=BJ"O\?6*H^*KDT-:4]QENS.Z,B4 MB3`F![B84\?0[T[D=`\4E\R*&-]*8X>/GVV#;: M1R$^KST,>5+)-JWP1Y0V(+>$F?W),%,)0O@I2A@),3O*@IR2VK:JZ\V1-1R] M`^=/>/4ZZE,W@BJ#OR+F6ZR8"WU^C:9258K5(6/()"6:J1R9"Y.ZP[:!P3HD/V;H!Y?`2:_CG?I/A M744=8Q.B>;$2+FZW=/<5EBJ8M:NO5EK*U%P@22)D:X.2[L\F2QTLA6OD"U"[ M(1A1H#42VEG2NO-493\10,W4GCY*O`J>355-7M;S!)JFTD,KZBX`<+E6O%>BIUZ9.9;B00-E9$+@\"LHN>-"NXU+R\N M,@;5#&3%/@4Q(0Q+&]>:O.<"G(H"'MGZO/,.-KH(IAZ@X11/+-FMTD6F&K92TKI*!:W('PID8ZJ+@OE M2':M_+#.C^,"Z=>(]:A7-;$5SI9Q\_A\H=E'MT\?:[R*WR666M,.(%HB;@CB M-J4S,1(CVLF-[5:+14FBK3S"**70M3SUEPPS7P&QGQQ<)0U]T1&XO`WFDYTZVD]M,;IJL)@WRU!(J' M7OC@B@D[+4FS]1)]6HW*'#('XR_']T;-/%RQUIT)W3V?S;"#.@[0M*BEM(HX M-Q7942Y@%(IP@@,,?V-RBDV?:PK^S43R=<2"HUC_`+O.BN,HQ3K"PRN0]GSBYI3#'>N"EJ."6%9T)BEFZB M#E8[\H2*UKM+9K#1'RUY;CG-2G4+4ZHS<&8)WMX=:,<+&C7!OC4O*_G^2/9\ M;LI/Q7XPY::"4/$4E1SB6V2^:SV%UHPO;;'YDB4.+8K[5Y<@L%L$VVH2O:-Q)2P575=^4'6TXN">0].>-/CZ/'JE);6OHJ MB+HZ?G*-![H=[V/6+KQ?JWB2YP]QV1[IHN/H4ONH3-Z*]GT"*>7*G-?0E35M M8,.ZC[7LSLN5S]:H,%.7FNZWH0<.:UK"-D6LT!:*80M)S`0<,P;J2X&O:UU; M7/12II5(#`"$9"Z'_D]?B?C[V5+IIS4JZ`G`2RP*ICTY;EQ=!.CALOW/8C%; M99$Z=XIHPX981J/>T;3EG[_M3"]EZ"#65&F*#H[G.':KSG^G:OI"!Z7GNVX; M4D"B]=1@;LJ(3)E3L:R1)K:6\YT5)T:0A2Y'$&+5!25.6:>,!!6@77]@/IO6 M]>UK?R^@]['KZA;WK7^C-VM:UKTUK6M:^;6M>FM?Z-9KC&,8QC&=6]/;/'&I MQ?7]U;F1E9T2ES=G=W6I6UK:VY&4,]6X.3BM-(1($*4@LPY2L5GDIB"@",-- M`$.]ZP:V)YCW^_YK(:&\0-!J^]+/8G11&)IT4O=%T"X*HYZ]S+W[ZF]]#1C+ MM1>TT;=+2M&R[,>66)0V/+I&IW% MX@D8.+;2Y.<8JBZ8K?H>?UD MV-]9-D^2%K*\GR:UF*5+ZRE=6V#[1[=$9LVOR4*F0MKO%G9I9Y&WF-H^KN'S M&^,&B8?7=@6#VS18H5;2F2(JVDL"DJFWVJ9JH>Z(V24DL*BH6V=!6;C[PX(F MIW%_:!0.*DI&>()XO8U]U?E"I11>UG\ZPBH.OK1L2IH_9#M)5$$Y7M MX&2K2UW^$&Y&O0MRT0+B:L7ROR>SN=3V3FOCJL:5D4=J=_Z:36-T-8DVM^NW M1T$,ZYX!6J>O*U30*7O$3(&6B@"&%&NT%NI5MISR^S.*]` M1Z?]I%UM(T;83!6U(-A0":%0=O"-],7,\U,V0VU80Y5W.XG&:J0RQJAK,P.\8>75,E1! M;E/YOKEHG:-F,[HF0*TE$(/&_P"'?E"G%E72+F;CN#4F9,&VS%S!?:&&2N+? MGPP,:^--C+6$FEB6'#T'910SB2S@#3A43;XSZ4Z&Z2;K">[LX:M;C%G8%< M=)K1*SCG83UL3=L>VI<#6 M(7M:T?R@^ENU+FYL&G+P15+#UE*6+S;,.>/+#TI*^I.DK\ M*K+L:8T[X^Y5!7P$)Z2D[C8,@E>EUK<]F,%P%59U1(EM!W,+L7F+I'H=7`3J'[TN3C))%2)("2H:IK M6EIT"P%#PG0)V8Y,E5Z>%)RXHP].E&"),5\ MUKW@ZTHF_K6X^/DHEB-&4U*24BDER.,5$;4$@-'%*'^.;O=@EL7?9#YK.N9@ MPLLC8W9[B:ZB.2FU')VEL=$BYRCJMQ0UH)8A2O:,@YK4K$H1J$Q"HPX@(C0` MUDQ.IN7KIOUZB;I5W=/2/):*/-;H@=6&D(_03PV2]4O7$*TSN^&6]4EB.1*] MK(*&WI`-*Y`A$E.$(Y(-3[1XX^0GQ]]4Q:9Q*3/7EW[IG+-'9,POKM"I'#.- MB(_,&QI=$J]?%WT]DYM;'DEFD"5.:TNAK0XH'0M"K/&WK4:P)"DJ[/7_`!A; MG3DKB<@K_OWKGD=JC4>5LRR('2^/2=TKV:O?/Y\/G M+>R.B=P5Q&5$MU+(W$V.R(@@;4]%MZQ&O$W*E&D*Q&K]Q5$W^Z^XIMGIJ9Q: M55]W_P!?\CMT>C!L?70WG9SJI#&),M,>%3GJ3OA<[KJ7N1C\!.I+:-#3.!*$ M+:B2!*1E*-JSU=BJG\9/0%M\L=K=&0;N?H;SEW-35'IE]"<].J+B^T;H(LAGL*&1UY MOBQR9O3W+[E"6Z#+;'9H"AKX^$K$,^7$U><^'2A*B=VE,AR,>//Q&'4C884$$70OYL12!]Y,8="S_`'.G&O)W(C<\-?,'.%)T&GDA;<7)S:GK:*PE MPE(6?:K;3N4N[(VIGB2C;/?RWX/&^KW`:/:M5M,(O:@[8Y*>P'U]?[;?Z/38 MQ[U_L[%O7_A\N:Z"$/R!#H.OG]-:UKY?U_)FN,8QC&,8QC&;1#"#7J+>M:]- M[^7]6OEWOT_5K7R[W\VM?+O>M?+F&7H?S,U2PV6\\Q\*U=,_(]V"U&$(WFJ. M>5B05754>K,-3$N70?2*I.NJNIV=*K(4(G%.)P?Y&B9OH9/94/`K*=F#QW\M.TMK3C>+FD*B5[3^ZO(2E[?9W1\C:SRD MZG9LH]@3)B_;&(1AFQF#&,5;8QC&,8QC&;#!;"`0M! M$/>M;WH`?9]H6]:]=!#[8@`T(7[T/MB"'VMZ]K>M>N\\R7C9\P79_7EDW>AD M=2<^V4;&FNXWL[D^I+!:ZD[$YID=>IF)+`*AM6#]%S2)E6"NL)Y4KHA*+4:D ML3KV`V20J"J=]PQ_`UN9NQ#:E?Y#-K!DL!B"5_62AWJ-(Y:E[VPFK85!3D:Y(S"XK+Y=.W+ MA@?%U:\U2+QY7!U#V;:/89+%8L?CW4Z#G.N*QXYK)CFLPB5B5K9*RM.@HQ>[ MU()"S1D3`_DM"5@2.[8_J&52UJP+@YK/')V`1WOQ#SCUV5$_S%47;7Y,A>(@ M%<8YIH])VIX=XG+6IOJU8E3%^]EP$AQPDA_MISP>XJ-%F>T2:'V? M:+'H,H<8QC&,8QZ^G]/Z]_5\^\AQUWY`^-N#HVQRCK/H&!TTDE(G($09WU2X M.LUFAC,:A(=RX37L7;WV=2\;4H=&LAT_-Z/.`&TYR0%+AIS%B<)D?UW7':-P M7%>E(\W\22NO(I!:_LI!`NT>KG=KC%$RJ[FYG:CZJ(B5/Q%T4W!:E-RUP<5) M[W/V5PBAC4VM1NB&]0O4@1!PN]K^*KKI6>S=M=H=,PGL)'':S?XMV32S/>,I M\6=%/-(1&4*['J)M2V17Y$K)E$1H"3RNS5SEJXU<;7RYDDR=V!)V211XA.]3 MC\9'B,HRKU'1M^VMRQR-!&GKF.5)&XKR]69B3H2GX!25=JCYS'3Y)9$Y8R6F MY;&LZ;.+58E`5;R%B:6)J;VUH"ZJ@A4N06XA-[_4:TPZ1:"L)]W2^YQE\D29^-$J(]3TX"6P8S MR=".*"(O6Q99+F/RT>/3LJYGF@N7.BV&ZK,8(DZSAX10>&V4LBJ2/,J]I;5Z MG=CK(4@KL]8!4^-@4S4FE!SHN*/-4($BDA&M,3VAN_R4=,1.V;`ISGSQ(]V= M"N\"D*F.%V.ZBI>A:&FYY*4M04\0.T++L`9C]%SS#@)0OHHTB+]V*5;"G%HH MO1]Y>-[O\C=O3*0&]?<-53R%6I<5&NBX67K1IZ"LU5+=NC:0F9'MDA]<,<.0 MM1K.)X<5CNEE9QZ%:2UMB=O=`JUJY!8JY.1?+;;EISIPC'ECAW-U(.$G=E,( M@=,<,5K(K#;88>O/$RLC[9UOSN8!/?T+3[W2N61WEVCV!(IRPMK(J9>B9U"E58Q0UO<0N0WNOJV@T&BS5%' MIP'K:)@(@$@%LY0=:,7@Q\3RVSIQ<72*<3&17`LF M]R:=9'*GA<_/*DMFM"62N/-:,UR<59B-H:FA&T-:892!L1)$"9,F)R#5#S]1 M'/S.?'J(I:IJ68%04P5+)4]F;M!"'7H$.@Z_5K6M:^K666Z) MZ$J7E:FYK?=YR57$:MK].T*)2_H(W*9>O2!?Y$SQ-F(01B$L\@E;VN&HED@CD8$_3[A'N^!1-M>9 M7)6J'L!#_+IESNR1B.)U\E>VIG"O?G5O;R5BY.6H4E>WK,J^C2]^O]T!\FQ! MWZBUK>MA%L(M;UO>M_(+6]?Z,U]T+_ZP'^T'[\;-*U\YA>OY1A^_-/=BO^M+ M_P!L/WX]V*_ZTO\`VP_?CW8K_K2_]L/WX]V*_P"M+_VP_?CW8K_K2_\`;#]^ M/=BO^M+_`-L/WYNT8#>O70P;U^O0M;U_3CVP?X0?]K7WYILP&M;WL0?DUO?[ M[7Z/].8I7KRWU(1/;7@L&YB[^NK5-VG-::F,TH_CZQ;*KO5A5XX%M4Q8VB7L MBC3>ZC8W(S2)8:2`L.E`1:#K8?06Y>U+VQ>,`!%G&"WL(]>UHLP(RP2AQC&,8QC& M,8QFF]ZU\N]^GZ/Y=_HUK]>]_HUKY=_HS%CV-Y=.8>49N30<9(G'578[V0+< M1XZY>CYUI76O/%L`0JYD0T:.CU3QU&$XEP>'RPW1G/1L?N[L@9WO)1<9O'/+;H8<)/X\.-9^O!,9G'%A.M;8.K>LF@2%UDVC0[/;I# M`Z?3MD,=T!P#`NC6X%C],R_.O,//O)59L].\V5#!:9K9C`7I'%H,QIFE*I5` M+`48[/:W7NKM)I"K"6`;C)9*X.\@I-1+DX%9!B<9Z-83O1R562$S9B925O1B<\)9P/[8&LP M(\7^&2S:'[<8.N^B^Q9/U,YT/"Y;6W.3W*:]9F*Z7R,V#"XO$G=UZ;N4+^_2 M2[7R*1QE'$8F4N(9T85(54[.T2YO*AG3R`C7C&M&I.9;`IKG7M.:TM:DB[3M MGLV+7&VU9%Y&R(72U+->K!6U'8E4/T@4MUDUJ0G>AM3B63*(<].CBV,\A1+& M/:0QH4Q0UX))]%X[`[.J?N1U@W>T?Z6ZOZ=F75[AS[&)'#)E+^UJ]::RO=A0 M<[E3YE9XI&CXW%84?!DY,\>%$6?HWIZ/,=5+@+23,)Q)RA!^&^4*)Y-KIR\DQAA*< M!@OF7$HK&>M8DHC<9C\?4/M'6VX/9[(S-K2<\K]V)5!OOUU-0)DXW!7[HK5& M>^58CCO;4J!['[1QFQ2KQC&,8RW=J6Y6%'0&56G<4_B-85Q!VO;U+IO.G]NC M$8CS7[Z3H0+75X=CTR1*2>O6(V]+[1FQK'%6D;TH3EBD@@S%[*O*ZYVQ!JCF M7C,Y,MGR+--O2*?L*&Q8X\-_///L)U5TI:HO,E-A6Y67IEU8DI;+(N^0NTX%))\;&V(+VE MBR](2Z&-3:D2-("TB1."^-]]GH:VYT@'15`T7=/<;5;RJ'E5C'N4F:.RY?(6 M6=Q]RD<I%((XQ1RKA(T28MSFJQ4J`W'O3,'X,4:5C$1Y5_)UWOVUTO8 MU8\#]>1WB?Q(5!8;+%^J)UOK"\T5_.4]K&J;7:R(?4MD-$)U%JR>4-K3=JT[ M/U/-+XY+WN+01]22F3L+!I0GD%WO&E4$N[)4]"\@U;YP^H5-(\.RB$P6H$_& M#A0L98)#S'8,9(E%+NK/=8H+,[!5/4/5))[3LNC[V]/ZR*+X"S)B'$UD4-1: MC/)RKXGZ)Y6M5OO%+=':-_6ZUL[^Q(IQT_US;]PF!;Y,F$D>2CXBM>&BOUHC MR!B][C7Q16)O4:+7M^TS@22K+D*^\`<-RJVI-?,KX_YGE=TS%4WKI+:LKI"N M)//W=:UMZ!J0*E4ID$=]>OZ=;#K>_7?_CZ?1FPQ002#9AQ@22P_)L9W]Q+U^KU&;[` M->OS:]=ZUO?R:]=Y'F?=AG>>JW`47LX8IY==9Q+02])CEOM^C]* M$(MZVC3*%6O0._:3D&G!]2RQBU"F>>=7Q`UR6<;(/(=S`X@(V;H>H'82>TSA M>XB3@%LA/6*27G*M"VJ*V5M,`T)X`J#"-F@2*Q$V:*_*&_'#)_:#3#EU'T6< M$6@^XT7Q-U1,@&A]DT\1Z5[D4YX-C&7 MI$)2YI/?J9$H"'?OO#S)S!9[VKWP@;B#2>+V4THZ!\A//D0]Q*V?[`5*R(US M'+&?0>R$A2!2ETI+/*]V;U202\@T\)6TZ4_E&S&<&'0<2(ZU%B! MCB+PJ=OS/''1-YC*\+!-\&NOU-^W]0DFJR.>5_R<]069/+`I9"VU*\^(&PJ" MK67N9?0E:.>W?3^Y\D1IF@:&#MR$RPTNG"9LS2>MB8$2X\2%Q/9U.?+^QI>0 ML9PS!>E;V7M0(0M%[#5X"BMC!Z^QL"8)1>Q:V$C0`Z*R MNO[&]UYZ[]/-!Y`O3UWZ?_4?B+>_3]'KOXK^O7?I\^_37K\_IKYLZ5[\7W5D M@*3DN'FG\CQ`$QHSBML;;R+&#A#,+]S%I0HCG.C6>K*T'7J`A48<069_=2RP MF[V/*=_L2O3'_;8>4+_O!SE_Y&X_L2O3'_;8>4+_`+P4+_O!SE_Y&X_L2O3'_;8>4+_O!SE_Y&X_L2O3 M'_;8>4+_`+PUOSB$1.F9F+]T* M.EWXZ>"/*PJJVZ)Y4GDNZ>Y!:YYUWTI.&>L^Q>#Z,L2>SUCDGO%QT&63OV MS`W'SGT'2;BN![)!XB`+ZFL.6-K<:,X!J$I6)I7%ITQPEYJ-4H"6D*#Z+\^M M>$Z#+?&_Q!T,I)T$)YM!]TR.JRU8PZ.3FGHT-YU$>(@H9Q9;@6G4K1&EHCBT M8C#%WNQB?Z!\I_=$))VHO/P9]WQ\)/M#5`H.QN8NGAA+`84,>TA$2LF,*UQN MT2@DT!!)(1&K=*6\H0O>:A2#0GSW>D4B;5BE.<-`$E6=6$-_*$O#A-UOP8D[IK** M.83"RSFZUXY:-++4@SMF^Y:6DVS`H=I%[8"O=_54,K0$IZ-49L!*U(,Z9U?^ M1?@&U@D_N:=NT`E.>:4-O22\:XHX@I6F$I(-3%G)M MG%@/++,%[&I;M3ZS/B0"YE=6YW1&>WLM6U+4KFF'[F:,D?L'H#5!0O8.+,*% M[(]^R86,&_08!:UV?MA]/7>]AU^L>A`_K:U_\^OZMX",`OWH@B_Q1:W_`$;S M=C--[UKY]ZU_+O6OZOJDC`5,@7#=%6M($CX^:88D4L&`E;(4H MA:UO'1J$^7+RAB"ILR12+Q`\8.HDYZ>LJW=FZ1^1.W(VH"()R>>645H<2Y>1 M.J02=:!EB"!TLAC4[6L,B]]E:TI'E,XZX"Y)X*@Y\&Y>IF,5R2["VIF$NT!1 M(+,L5T,.&J4/-D6;(3G&;S=Q/6''J@_#KTI0-XCQD-"!M1!*2ES(^;YL8QC& M,8QC&,8QC&,9'1X_C7U[_F"MK_B#4&2+QC&?,PXHKV=F#"#0Q``'8MZ"'8S! MZ++!H6_0/MF#%H!8/7VACWH(-"%OTS&"_>6OE>1/O0=69[`K9$>=,7!6TN3U!7MY"WH!/_`+T,-3TQ"N9?&C"F3JOR45NW3[R3OEA, MUIMS169-$?3QR!(FO;HP`CK0D6O M0"&S1NJ70]J^7CH!*G:>.O%#&^8X/M&01%[8\D-T,U<%MQ!0"RBT:KF"A4\O MLYO+3)O3WLG-D;:E_M0D:V7H)F@9!7[G.[^BN,VNANI>@I-6UWR9N9=VK]R74NE<;C[VQ)$D0DAJH6W5X:U+V"6;8&C`N3]<_5SV]=%3A8Y$Z+T%]5R>^'>5-;2XE:+!["Q MD;F71'IOW#16A#];NVOY9_%QSNF,9[&[HY0BA["G`E,B#3;L)DTD:TR(.DQ2 M0$'@:Z12%.!.`GWNG2$LH?9T2(@DK7N6P!\\5Y>52D>U.ZYF/GF=^9&]:%C' M*='E5["?&-#K\K0URMEWMV]"[%FDR;9&VUHEW&5T6+K5C8)])#TD:<5K8ZMK M.XJAM:T9-1\H]E>1:G.SN@:MI'@/R=],,YW-//\`.4U)=^=M4PP3:N'%XLJ] MF-QM9!*+"E\F9$T5L(#&SQ)OCTG<,QM4M#LP\I*5M:EI.H4.E>D^BU#F>%(L+VH0*$Q!.RG%. M>G.T(KC\HBG>QZEW2_BPH,@_V!%AJ+GGHJZ')O#K:A2(@2RT[!B3[E&KT6T*I4>(>[7Y.EXL M7L12BUZJN:_G,L/H82/W4E1*:3A\]6$FZ&F,`:4MGJ&3*@&% M&)"3"#`&A$0/W41.R]J5.SIJP/FWGFK`E%UC1%-5R60,L9!4$JV!Q`LD92@Y M64,H,>C[=HL1:M0H5`$#T$!0><<'>C#1B%>8))80A"#6P!`'00@`(0`!#K7I MH(0`V$(0ZU\FM:UK6M?)K6M:S=L`-^GM!"+T^;8M>UO7^D7KO-=:T'7IK6M: M_5K6M:_\,US3>O77IOU^7]6]ZW]>MZWK_1O-OL!_6/\`_<,W_2+-^,8QC&,8 MQC-OLAW\X0_5K[LUUK6ODUK6M?JUKTS7&;-E@WOUV`&]_KV'6]_7Z>N-@#OT M_?:]/FT$8PZ^H(M:_P##*0EE=0&>)!()O"HE,$(PB"-'*HRQR-*,(S"#1!&G M>D"XH01&I4Q@M;!O6QIR![UL1)>PPIL#Q->,6T1*#YQX_>.GM>J`86H=_B[5 M:U/I@3`J]#U\/,4::GD&_;7*5`1`7!$!6;[\`(*H!1Q<2G7\G1\0ISH-_B7+ M;C4DC$<`\#W2-]=%U"I).`,&PC)1PBUFQG![!>CB2`[;!!2%JUHD84YRLX[? M4#\%<4C8@&TKY+/+S1?O8H`$+/$^XI%,HB0(@@LE.`V+VO%)PB4)];3(`G%: M/)-&D1%MY*A,C.4EF[U'C=\I<0&$-,^=F]DJ`@8_<&OH/CWEZ_='$^^#QD@7 MO9"&O'X\PHA4:$1R=6D$>I+1&&ATA1EMV]AM7_E$5?EZU$.J/%YT($G6A#_= MHYOOREG!>'1"08RM+:AL"2MS><8H(/3E*O@M62G+6'+S$:@1:9N3ZBZ)\_M= ME>DM\IY(V9UVV(UR%N.;FLYW>@;0IX],S;Y-+/[#Y0JZC[1\G MOCII'I9VZ$KM)9'?_06^D+]FR"O:;7V'*U+1RI(W9PAU,*VQ`S*VR!6"[R5X MDA;XZ$RIF4^\$*=$?Z;.*O%ER)PPN?)O6L/>K`Z`FIIZVS.J[UD*JVNEK*=5 MQ02G1=(K4DA9CFUIG70`#7QZ&)XQ&5)I8#E#0>IT-0/(QK6M:]-:UK6OFUK7 MIK7^C6:XQC&,8QC&,8QC&,8QD='C^-?7O^8*VO\`B#4&2+S3>]:]?7U^3T^3 M6M[W\OR:^36M[_\`#]&_U9"B^?(KQES3;U/T#<-Z1Y@NR^'..-M756R-$LGL MZD)>&)I(^IVU.1%W]K,7J$&'U[<;Z[3US<[/7CS\B?DJMOF14L,1="]H M.[;XF>-I?.4=DN4XBUV&')BCC<@DJ=[="E)I66 M"K>UX50U$W/%O)%UWXO.,+CL20SM?%XYQW!G+/;G89*PY5A4CKU^3[2N3)GU\=_)%YU[LC"M0`AY MF<$Z_P"R"]KQZW[\2,46'&ZVYZ4H3#2C=)4I+6Z(D18AD%JA``,6LN=9=Q]B ML\+9*YX`_)^;KK&JFL!Q<<:+]L/F?@J$14A6;[N>K#63&HG;ZF`:I-$J/2-3 M'I>M.V(P\11IAIY5?`1_E$5O*A:4.OBVXWAZ[^V!\&-M_P#5EM,^C-;W_=1N M!U85@M4$;%[(M@+,(/,U[8=E%@V$_0OQ8=[VB`9?4GG![.?TBH0QGL_(]9T1 MQ>@3%C$$7P>C>8O'+`E^D8`Z$3[N<\[Z9V;9^3R^--T M&WGU]+48PG`E/6W4=]W2L4*=>S[:M:QN$Y:(:K4';#_=!GQD8?9$86``"C#` M#R"4UX_.&.=QD**+X^YGJ9P3ZUH+S`Z0KB/2`S>M!U[HID2..A?E9N]``'9R MIR.-$$`-;'O0`ZU;/HKQP57T/=I?0FKDZPHJT3JNC-.OCWS-T9-:1(E4#AR+&M]HM'I* MY[-L^%P:NG^;]*7G*+MD*.#UT^3*2Q>+L+A)BBSF=H1OT]E+H-(2(PLQ6Z'F MZT7L9GNDZ\8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,9"GKKAV$=>.E+2AVMB^J M-L&@9/,)36ME<[SAB@LV:5,^A2VOI>B4$":"U10]%FI MEA.]#".SE4>,&*UY?U2=%3;KCM[H^8T<"PAUFQ]$6]!IG#(VXV=#%,!E3R0S MQNHX4O.=#XPK4($IASR),FV:([WJ89OUS)SC&,8QC&,8QC&,8SYFC]S+$/01 M#]G6Q>P#6MC'Z:]?9!K>]:V,7I[(-;WK0A["'>]>OKKS8^.+S(=6=B3&Y'IT MYUJ>R8`P-5J2(%.<\W#%4_7W-[O`4K(7":3OJF+ND5^D=DT^:/H*0^/M1T8EYY@<8Z;L_R3N/CFH:EIF^OI4, MC4_?;Q,JZ&GW=)8PY2!8K41-G0O2V?JH(>0U/S^T:1QC32W.)*@F@47FD[0L MN(_9]C3N&N;*A3V:J:;68I M[7J&MFIVT-QCSL]K02O1Z1O$H#F.XG[;;.SN`J?[?8(<=%2[/I]SL%5!5SF) M:%BDT9T_M,JC);W[S2&.+:BE<7=V]M>Q-J(UP:M)'$;>F-.$F+\7LI_*H>V( M_+8%=4MX_P"4XGM30+DY,J![N^<)_=VFSFXJV(BSK2B`*%".:2V)5PC?XPQG M?W(UIEL)^&G%@<)S$T#A/U]_*]X'(6Z@6+E_A^Z>LK.E4#K*2]!--=AE[/'J MRF3ZU)U5AUE``F5S(Y98\@BCMI4T(GQ2S1^(..QIE"%Z>`!4^Q&"F^BO/YW< M7T3$>U?&SUY:W.UR-\*-KJDJZG<:\:K=##XK.QOBQ@=;LYX@]BT)I"12@IJM_R>'RDS]*WQZ9M//M444PFR9EKWGB[>RNB M+9A]25=)IJ]3;]S%KA7*\6I9IG+6C<'Q6)U/FMGN89*YC6NKH6:H>%QFLS'. M/@HZEI-D>(Q'O)4DY>@4L$UCE5?^.3B'GCE1:[#9R%"9O.?+ID)=K7#-7-O) M6KRVM[F+RZK&P"Y2%"4G]W5;4R1U^3X\0S49)_4MD=O=R+2]@$8IZV[3O.WL)9\-F@34:RI.&.6 M(>\-_N>T8$;*%H98PS&2M#W*1&`'K0PF#=Q&:'_;^U[6_7)Z(F]" MW)B$3>D3H4:4L)2=(B)+1I22@!T`!929,$H@L``AT$(`%A"$.M:#K6M:SE:" M'6][T$.M[^?>M:UO?\N]:^7-V,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC& M,8QC&,8QC&,8QC&,8S@N:+;DW+F_2M:@VN1JD?OYM/TF<$?OI.8G]](5.P&: M3K$_NGNR4_99FB5!99FP#T'8!>?CBGPW7527>++V)TGU2@Z$>Z+A$QK.G)R3 M4Z2%WK=##8<)A\5/?NLK1,FTM<;0B7$3\D0-1R8EL%8U'X.+QAC36UX5?V5%H]Y`XYU!V;T_ M/;Z?*'7/E0S)\[J@S?6]O1-HIDBSD#M&&:,1>*UV*NE8YT[F-;M#A*5Z`Y*[ M^]&W+/R5Q9&N.^$JLXE@$A4R!JJZFE];D2Y\2[1&R.1O:-[62>6K&U,;XS&#\GQ\AD5YL(\?;U3'A]GN@E-TQAN>;&J-6M?D\CU2OOY//(B!FC<3KQ:TJ6R.-T&$L9WQD="BW! M'(O;%PWS^YYA!X$Q1N2/+6H4MS.XK MT#D\-RM6D7NKP#U]?9#L7^%O6MB_VM^N_P#QS=C& M,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC& M1T>/XU]>_P"8*VO^(-09(O&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8 MQC&,8QC&,8QC&,8QC&,8QC&,8R.CQ_&OKW_,%;7_`!!J#)%XQC&,8QC&,8QC M&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,9%GMWI7XG/(_1 M/4>H*\V6.B:EF%E$P1B-&E7251&VT:E,W&N!:1>-H:MJ-E'OSX%O<-L3"0YO M'O!9[Q][&X."_.%T#7O!TFZDMJG.47Y67<5!595]R5CU3\+<@VB?>-JR6$2; M;E/D\+=I_5:J@&B/J'ZPAR*(/38\18YCE["Y'!>SF5NK==YA^FYG`..HQSU4 MG%UX=)]LS[IG]RHZMNIY]/>845/N(?'G&),MWP)+*1Q5U4@7+8N^I'% MQCLKC8W$M.C`[$L4J8WIL1O`$2$+NB3)G,*)'I5[V*K!W$$75]>^R((O_0%; M7S;UO_\`$*H0_H^D(M?RZWKY];R1F,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&, M8QC&,8QC&,8QC&,8QC&,8QC&,8QC&1]ZJJ:QKSYZM:J*BNZ2[ M8FSM\A>J]D:=: M_"UV/3D*Z!M=BN_DFG>K;?NRD[+20*$\F,$AX_<4_.\YLU];U\ZKB7OLKDB> M=W'N?&/3O:=7OD$LJM2&J--<1?B%9+\8I[=A\'?3M5-U:=!TQU#2#1WO'.K. MV>H9C)7ZD9:GY?5G=\5TQ5O;=>PFL8[/4\RCC/!D,-A,AKY^6R5QH8LLEBQ)MN,E$D5KW"1S"2%M8 ME2\30D?):^/;F@9Q+UVVA`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`3EG*""AFB`$PXL&]C#WJ!:4XH4:\D)@"5J1, ML*":'T,"6J(+/+"9H.QAT,(#`Z'H(A:T+6]:%O6O7?+]=?3]6_NQZZ^GZM_= MCUU]/U;^['KKZ?JW]V/77T_5O[L>NOI^K?W8]=?3]6_NQZZ^GZM_=CUU]/U; M^['KKZ?JW]V/77T_5O[L>NOI^K?W91#!/FB12Z>0U$F<2G.O5<<1O)ZD@D"% M49)X^1(T`FTTM0:<<`E$>`I7M00FV6JT(!832]:-W6_KKZ?JW]V/77T_5O[L M>NOI^K?W8]=?3]6_NQZZ^GZM_=CUU]/U;^['KKZ?JW]V/77T_5O[L>NOI^K? MW8]=?3]6_NQZZ^GZM_=CUU]/U;^[*)F<]:(.=#2'5,XJ!SB;-,$:MH""30IW M9X1.J],I7[/4)]E-Y93.I"><3I0>`PPC0$XPB&(%:Z%K>M;UZ_+K6_WN_P!/ M^C-?77T_5O[L>NOI^K?W8]=?3]6_NQZZ^GZM_=CUU]/U;^['KKZ?JW]V/77T M_5O[L>NOI^K?W8]=?3]6_NQZZ^GZM_=CUU]/U;^[--BUK]?SZU\V_P!.]:U^ MC]>_ERBJ[GK19<2;IDQIG%(V.2I[2$$.A!)"X!C"_ND=5B-*3*%9(0&+6E0: MGV$\0AIADC&$LP0B@5MZZ^GZM_=CUU]/U;^['KKZ?JW]V/77T_5O[L>NOI^K M?W8]=?3]6_NQZZ^GZM_=CUU]/U;^['KKZ?JW]V/77T_5O[L>NOI^K?W8]=?3 M]6_NRC%,Z:4M@LU;F)W#;V^1"131(J"23\&%MD:>8VR+DYYPE`5(5QJJ3H#$ MI0$AA(R"50S3R1@*+.K3&,8QC,>_DSYVZ'Z:YE<:]YKGU:II*AD#_``*Y MJ]9+)IGH.")&.1-LAH>TF=V1+%;3&9B][OT=DD=8UJ=06ETK$'" M/2'@Q[)YKI_EFS>?;EYOBG8M$7;UU:[75TUCUJ*>.ZV@W;5/Q*K["IBM$3&] M.]@MB"NUL%CMBQET*TF0OM@K95\)(RX\O+(5Y[O'9R$AX+XFYQY%12<4T%2- M=(HV[RSWH:WD225.#DYRB9/:!N//4J&UJ<9:_/2EG;%"I4>WM0T2,]0><288 M*Y3GR?SR\.JY\IS0.H-EA5*Q;4'$E>YD MB-T`7N>O8![/%^*'SE^RMA^UOWXSCXH?.7[*V'[6_?C./BA\Y?LK8?M;]^,X M^*'SE^RMA^UOWXSCXH?.7[*V'[6_?C./BA\Y?LK8?M;]^,X^*'SE^RMA^UOW MXSCXH?.7[*V'[6_?C./BA\Y?LK8?M;]^,X^*'SE^RMA^UOWXSCXH?.7[*V'[ M6_?C./BA\Y?LK8?M;]^,YL,X_P";C2QE'5/'3BC`"+-*./?#2C2QZV$99I1C MN(!A8P[V$8!A$`8=["+6];WK-^N0N<=:UK55L&M:UK6M:5/VM:UK7IK6M:>- M:UK6M:UK6M:UK6M:UKTQ\4/G+]E;#]K?OQG'Q0^S!"V67K0`>R'7IF_XH?.7[*V'[6_?C./BA\Y?LK8?M;]^ M,X^*'SE^RMA^UOWXSCXH?.7[*V'[6_?C./BA\Y?LK8?M;]^,X^*'SE^RMA^U MOWXSCXH?.7[*V'[6_?C./BA\Y?LK8?M;]^,X^*'SE^RMA^UOWXSCXH?.7[*V M'[6_?C./BA\Y?LK8?M;]^,X^*'SE^RMA^UOWXSFP?'W-ION>S:FCANRC`G%; M-.>S-DG`T+0#BMC=Q>Y'`T,>@&E^R8'0Q:"+6A"UO?\`%#YR_96P_:W[\9Q\ M4/G+]E;#]K?OQG'Q0^]!UL M8Q"&+U$+>][_`(H?.7[*V'[6_?C./BA\Y?LK8?M;]^,X^*'SE^RMA^UOWXSC MXH?.7[*V'[6_?C./BA\Y?LK8?M;]^,X^*'SE^RMA^UOWXSCXH?.7[*V'[6_? MC./BA\Y?LK8?M;]^,X^*'SE^RMA^UOWXSCXH?.7[*V'[6_?C./BA\Y?LK8?M M;]^,X^*'SE^RMA^UOWXSE;P*B:DK!W5/\%@S-'7I:W":%#HDTM.6B;!JB5IJ M`"AM#)RZFN")+II%.YGO\VHP06F4*'!2Y.0#]`3(CBDB18N-2 MI3L"%`>07R6=9>.+D+HZM(UR]4DJM^Q^I1]8='6T$I10/(5/T+9ENQMI=UE? MK+;@,DG3J^!A;+$A2%OE!K&@6(7F5R!N9FIU1C:8X2;SP=-"XEY&Z.;*VKU+ M8SQ1?=W5_0K&T-C[J!S*E.0#7&F:UD<$(E8Q3:%UWTMT!/Z8=(X_N05+XWPD MN5(VI>XG[0+%W#LGS,^03F.H^GX#T*S'CMRRN]^3 MGVX+0'6+R]1+H*\Z1:+&I]"]QZ`W-%*EENH['K?8X)*7J02ZN"IND$)9N%RI MS,>$82`.H2$K:\-ZA)!4_(M@>-OFCM&+!A,@;+FL*Z^UX)$)';1SDIO>3W1Z9#E.AMU>>/?S>6E4@<8NAZ7V\S>0;>#[3BL3?@*"%D'KX]'(=H5D<"X,A:Y.7Z MG=?+K6_UXQC&,8QF*/S)=G=,\(<26ET)S)1#%<,DAL;?720R66S:/1N(4VRH MTR4*>P9#%7%6DD=G)RW)60W)H/#SDCFN4FA.7.;8W%FJ*M,C>3@+-YFOXQZ*3]<E^XVLG$5;GQP80.&@%;<2&E>J5(4KB(A,->E()5F)4QAPR"Y,XQC&,8S MIY"NG)F9S9"[-[0YK6MA(6HFTYZ<4B$]0A:"7!R,);D)KFJ+)0EK%QI M2-*-0$]48!.68,/G]H7R&^3SHNB?)(N@7(=6-G7_`#QU^PJDZ2I9))N?;*Z3B?D2Y>\>?.G5]+0)]*YQMF8WTNC: MH`@M(^S&]JF+FP%KH^W'?W`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`+I^36TI3F59%>H;I?F&7Q*4 MSLXWX-B4JTO>-]S7W2EL.D[7J9- M5/)'-E*S>1I+$LV0M3/+8T\]"2FJXZP"8_@Z%.T<'8+TJ!)F]F1M28YH,GIX MA>U)]WYQ!!.B['0P+6RO[/:*PL9_@K/:45BQU=54W:;J?9G;4MN&,Q^V*^FJ5U@LMA,!E,Q<52* M%R!J?8G)EB1G=)0QKEK.W;371:?#F3/$'38.Q.I)OU@_=#\ORGA5+I5%'-$8@AC&C3%5?"DSNED&TIAX;%(O`6 M<^5]:+C;W<5L6GUQ,+-X_M"!=5GU36D<%6#KPBW.+?S=K7[?ME=/\`0%P2 M2.QR$"L*Z;4$SDR=]9J_B)88S`F#3='61$WQAF-5IDPDRE8-6:=6N,III9S=:B&U$HG;1@U\ MGC$@:T84#"O(,CZX@K_E^A;$(`L5E7>`.95_5;MSN]>0ZT+#YQL.X();]^UE M*.;^=DDBO][C%S0ZYI,IM.\(^SMMWS>13]QB!<6?9%.YU,B@Q)XK0J M]N"!O<32$2L\H:$`=$J#BBQ!&/\`N@1:#O6/?J?Q(65T)T_2_3\-[RL^F9#S MO5C96M)Q,JAN?+FB%:K_`'N63*[,B#%=D:F#`R6I,/>K>G66$A829@TLS>FC MS,_)6<.TV[UP#QFML>XW[9Y=G5VR6Q)EWL]=02:];Z'#8[&I*ND?2L5.@`W- MLB*%:M8$I=>P%)&(O&6H*L#1M)&DP2$32WG`;$=DNG_#F=<\"Y89Z7ZQL'F> MSN;>5)3Q,XVS'JYA$_7VMS7/Z\B4!G$-D49DRQ$W1]_6;AZ"21:81U<4X0Y^ M6."I$G6&;0'(BJ>YYK1.L35_2-:0FJX<6Y*-+'04=@L>01UL4. MJW196EKJK3H`K'-9[D7[Z7J%)_N8-&:`&\6,8QC&,VB#[01!WOTT(.P^OZO7 M6]>N8C)_XJA2*H_(K6$`ZDMFG'#R*7P*YIS8,%8XX3+Z]:W.)5]")=7L-5J% M(=&-$OC,&/971[/,1O)39)79*EV`6@'CM[S)XA9G1T]Y'<[$[*?[OJ'BETGT MFHBB1;%V"33!U2'R)BD#\LE,C42`4@2+ MMN)CM.RGN-HU3_8?8W8#;,7UWD78;(?+(@R'L3@F%M MQ<#)(FE:A6Z@<0A`C/2$EHO4HPSTUXSXXC7&K7T:UQJ8OLR+Z+Z]O[KIZ-?6 M]M;AQV17X_M[\[Q%K"VB$%6R,!K>!.VKUOHXJBS!#5AT/0=9,K&,8QC&,AUU M!Q]'NG;$X_L)[F+U%U?(?2"'HQ@;FEN;UR:8.Z&OII`01MY.6FEFMS8-/,CW M$:U``Y7H]"20$O0#A&EXQ[`\,-_O/274G458^3JV:OLKJ!$^Q5T<5O,?-5GN M,`JQ6D7M<9IVOIK.6-79$'K:)M2PL)#)7W<,S+%\9-8 M37CWDKC9EF#["H'R-..1YG#GAH9FE6YR`7);U'GMD;WI*J.+3%[FREB$9)'( M@TU86K(6C;`W-XG;EL7O.0]ZP?R%6G5L[5Q^/P.#14SGGFRVV>GZ MT;$Z+3_"JE=K@B,N=*]!/7+3V[SF21`##)I*I?E"5VNM"]=>OZLP%S M_P`%3?*/'YR-X\HMU_:$(JGEN5N4R=%`ZNJJ;MU[.8)F]SN'-MP5Y-4KI`Y3 M$8;(I`OG4TEZYMZR*R MJ"D8M,)53E44T;65-U"[SJ4-T!8(]3:%BA/O!YED]7O#B.`&4TL"92D7 M*T)KFIL\9XE':*4&NK&A>Q[KH:TV_M^VNY(+=$49F)R3M,RMV9R.3OM;S^J5 MSB3#;>JH"&3KFHR-RL\G2U8C:7P8R#D9B%3*[Q]<0LO!M(R&LD]D26XYQ95Q MVET-=-L2AF88LLL2Y[D?0/\`.Y.AA<6**C4'9%*A.C2L\38O=4#4C2`UM2J4 MG*%!DYL8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC M&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC M&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC&,8QC M&,8QC&,8QC&,8QC&,8QC&,8S;[8/\,/^UK[\ZQ[>VZ/L[J^NA_N#:RMK@[.! MP`#.$2A;$9RY8:$HK0C#=EIDYH]%EA$,>P^R#6Q;UK,1B3S>\BKZY)N%%5_> MZNHU$(W9I%IIO'5V2HKDZMPL(I4*P"IJ348XZ;"@1@LR1"DY;B)F^`P#=-+- MH@[.S+'#Y?'IY$XS-XJX@=(S,8\R2J.N>B5"73BQ2-K2/+.O"F6%$*TX5C:N M2J=$*B"5!6C?,.:+KZEMD3@*`4A`7 MF=/R-G"B$]/6V\):=IC+"!R5H&XV0RI\5MD<8"%RY(E/=W1&4>H)*$,P-F>* M/(;1':W(#3V9'E*^I*Z`=/FZPFFYEC#$'NH'RL9&Z1R:,]E*S'0R/Q\UF&V` M=CU9SMI&%E<6Y<<:1L\915']$^67A;G7E@79*V\X/<%#BLB'U0BE=`3FM[13 MNTWF+VF:2F9H7(9NWL+@MCZ,Y7*)4WD/>W9EB+0\OXFX]*WF!%<>#=[T-+K$ MNJ(.N#L:%XU[;&QD29L8 M5HE%O?3784Q=[QHJF)M#8G8E5-LJJ(J_G!R M0PVP;'8YE-HVX-43,+:U2U&B2$+99*DP#-0J/R$XA0657S3U?R^_W.Z\XL71 ME%/70;"!08^46TVW`'&X&;TMBH8^R-DB@H.6!?,&R<. MD*2*).:S_"[(QGOX)$4@6IR'5K0N):E(3>UXZ>YLCT-AEBO_`$%2+'`+'2+E M]>3AXM>`MD0GB%L9EDB\);;*I"T*]N&NWDY0G:)W5\SCD]A[F>C/TE6E())%G%T9U9J-1O9 M*LHE8(U.;K8#@`%O6MX*]?E"4&1UE/\`H]\X.[11G6PF@I'"H M8Y1"QDU8/\D7PUKN3]U19&VJ1N#<):>V0M4KTB5^VC3+E1?O4[`FT3:4(8@@=POLJ MW+E\?VH0I#TD<"[NQJ%`JFIOL?D8-C&4\/J7G(%ME2HF#&5:*\*P#8Q`18]:W/W:W'46A;E9$EZLYOC]>,T[;JO>)X]7?6;7 M"VJR'=E:Y(V0)QE*V3$L2.8KHX]M$A2QH]>!X.8W-`[!2>\%1*@5"<-]Q5UW MC!K@GU9QR41UFIWI2Y.9W3D`D4GNRE"E!L[5WZXZUY8N*;KJTJ3I. MA+1L5LC;9,G&!UW<%>S:8(8B])4BYGE*J-QF1.;N3'G5$X-ZQO>1I--ZM*O1 M*"5`B5:<9O.K'J+FJ[)A-*^ISH.DK7GE;GFI;#A5;VI!9Q+((I(5^\#R)A'8 MR^N;O'#25_JA-"[)$FBUFMI!["H_N67VQFWVP?X0?]K7WYKK>M_-O6_Y-ZW_ M`$9'\KJGGD[I11Q\5;,3'TLEJHN[5%1!5*?SG*J\U[!'02D0O>NFKW+;H86$ M35IRV^@0FDO`VL+.<6O%(#0@[]?3>M^GS^F];]/Y>O&[/\`D.'=!M\K2LG7%IN]7M%A-.F/40K$YFW$@+)99!SHZ(5Z*)IC)BVF M+W%H2.0VQ`FIEV:Y[FKBQNQ>L.-DL=D['+N1(!2%BSZPNKP>XP>5LL,E1K%[H$EU4 M*&8TC:3_`)4C&=2//_FCU:\XY;)L_AKJ/G6B^Z%J5MY"Z)G:ZH9C#K'T&3D&M;DEE,V9U4WME*3&`P%SADZU7D@ED@A46MA=;^H6S/YZ$;P\-\"6" M0MZO1Y2=:>7[T,E9Y(_,1S)XSHISQ,+5:9Y8S9T=(5I,3!4J-D?5+57;"RM# M_+[A>"G)W;!&U]%&N11Y0YK6O2U89IZ1^]T^P^ZB!<3LWR2P7E:44%3L#J>S M^K>FNJ/AY505`49N):>Y3&XNWIG616)*9M-'^/P6O*R9D*Q*8LF4B=O>XO=C M#DJ10A;7I*[G&^F'V,TN[5-;,9=S6"4U/ M9!DK?$S$S3EC>B!I!-Z5Z7IG4@:9R9E2YO5%'Y)"1]5%:AD7KBTS6E4KCA`3 M$&F`Z>%]EY)3)I"8^TR16 M[2F*@4LSPG$_,B1:VZ.:70O:C0FY9HC?%.Q^2)W/H_54(ZBYWF5G2QN>'B+U MW%+KK613B1M,=7N+6_N;#%6>3+7QW0,;FSN[>[J6]$H*;EK4YIE>R36]8$GN M4_4G-"NZ5/-Z7H2D5/0J)'MP5T41:T$.N%*@TD^$!+#ZT+?A3(I,%OWI>,P; M-K0$6]*QZ"FWHW.,T]7\OOUSNO.+%T913UT(Q`/-?*+:;;@+A<#.4D3EJUAK MG6R20&S!"!&B.*6J]*69_DAFD_,$&M90Z5%,>L;FO MZEJ];)1+Z;<6R.N]`R1?%W*06+(V&SEK3%X_-W=,WM,&]P,=WE=)'QKBKJU- M3\8:D*GW'^I>:)7<#_SU&.A*1D5]Q1.I5RBDF.U8*[6W&TJ()8UJA^KI`_*) M>TE(@'$C6#7-!'O0!Q0E.B0F!WN_&:;WK7R[WK6OU[WZ9I[0?\(/R_-\NOOR MS-_]$4MRW5DDNF_+!8ZUK:*Z1`=9$];6*!&KW164W,K"QLK2E<9!*)3(',\A MJC42C+4[R61NRA.V,C4N7'%D;LES/Y"N3NMYG,JTIFQ'TRT("Q-DJE556A5- MO4':B"(/)X4C=,TU;7M!*YFCS"SEYA;6.7LC*Y1U*[FDM*QQ3N!Y"_U_1F#F>>:A4PV MAV'`ZT\?/9'0$IE?/1S&V*6J(%SM>K8HW,+CBLZD001?WTXD( MFF.*URC:7:4)0%1Q)0N;(_-U7+[/^9ZZY;Y:Z0[!?^IN2T_94`35*?3<2/;* MG'*E$.<"I03<5F0`INDC"^D@;WMI2K%VTZP[29&:O$2>,NHS_.'R:CXYE75[ MG%+N:)+#;_!R`_Y)92=&5$= M)6.'PF%>A6,Y%T>6O)4YW%T,?R1T5R-?O%G1B^KU%V02)6PMKJ?0JRZQ1.B1 MG=G"'6O4$HE<.'+8TL6I?SL@#T:TR5C)/";LE7LA<6CH7OCROOG`LW8F28\( M]46=7TSL>JJN?`0:>6O;Z87YJP1D;I?;T=FR5SV[$K6%6O>XPUL9+ M@A.-$Z!0&I5:B5S7W134/K&K9MUX]Q+@N9VPYOC-':FTEQ]YN0SD15W;*YNOT(D.T<23RU]:#9"IT-2F!LMJ`JWH:@@`MZ$<7H41 M5?E>Y(BG6G1G)UOV!%*%>.=F3GQR767=5C5K7=;V$Z=&1]UDD.BE?NN M=9*C;VA0)Q;#T9!IVO4]N"J2E&GAE!9G9'(U+*E:&X.H^=ZK7("8LH7(;%NN MM86N1)YSM9J%J%:.129N5)R)=MOB:-IQLLE22BKQQM.V8%7Z&=+%!*=00EAZR5/[4FDIQI"M(>`+,:L"(E M4F-]KV#R1#M"\=S5PT=V0/@T4=E"N=6!RU*.KVJP$IK`.O2(/%YXE@1[0H4[ M=-/)CVM6*@.B,],VG,PFO7N@W#1HM%Y>*H>I>9^@5,Q141T+2%TK*\6C;9\E MJ>UH)8BF$N`!G%"0RPB(OSN;'E6C$RDOW)V`EV(:<\`=B$29H-$QOO#B&8EN MYT3[%Y9DI3`1,E+Z8P]!U*[`9DU3S>,GOEB0YN1HW%PE<%:2 MG0:^71I"WN+>N6/T?3N+4F1KD2HY6`A4089CKZX\HR:A.B6CD&A.6;Y[9Z;' M6/[MLWKBC#8(R-=65.:ZFLK9(K`G5B2)ACK4\RAQ(/(A\13;5O+]LLK>_>6W M)E`YW0H'R@\=WGR8T=DNUIL'/M2BD[Q7BZ*B]:V`C6.$ M#L&16[7S+")LWM[6I?%ZZ(2MRD29ADR1$R(U;PK4,B]<6F:TJE<<("8@TP'3 MPOLKD6QY5`H+7W47/$XFUIP\=@UG#XC=%<2*4V%`RSW)*9-(3'VF2*W:4Q4" MEF>$XGYD2+6W1S2Z%[4:$W+-$;XIV/R1.Y]'ZJA'47.\RLZ6-SP\1>NXI==: MR*<2-ICJ]Q:W]S88JSR9:^.Z!CK^7U-UG\UINC**4=$I2=J%5#D6Y`#;D3)](P.0SSZS!(-S(H ML#:86Y#]MFT,*`8%@@:3"";N!;WYG^2J^D%,Q6YSG:HGR]^JKLY3A`9++Z96 MM:!_I%T&UO-AS9X:[/-21&NWI4C<:=HA/UM7!9!.C1B'[D26&@M!` M47[7L%@UK6@@UK6M:UK*2FOA.GAT/EA+?YA/--(5YT8D1*!B<>M:W.;WA<:R MKRT36N)%0Q.CD3@J$2C5D^[)]G)CC2PJ4PAZ4%X`6'C_`*>;>!&ZBEHORGE- M;2+D+=4J*597R@`\@DV,731T2U63:T&KS)+OG,,E]B+E-@C=OAE;>J4*HI>, M)Y>=2D?"79":F:C32#RV^9NOWY-5]>)GR"Q_JNNVUAAKRGAK(2[15D;AT4K, M;V>/.`%+.UH3%:PU&@1)TQJU884)4==MO\+LP0+T*X7F2\U"[2%:C6[1+NM* MZ.0K-)%)2G:1:3JA`;.1JO//RE1ZH/*YRQ+*;8[EAM\=$\W^21K;^;V=^A-&76YN M-ML#UV)S7!6JR9L_R!ID;^B8HM,&>%O;^I"]&P]X3HE*DU]9T&[V=A\C2GKO M@[R$2WEGQ!6?S*[V?T'Q'/X97LV51^)W'T*WT#(V=/8$Y;^2')W(KOG5RB$+ M7R&&-@8F^ADM[,QSFZOR?8@I$RVM)9XX+IZT??/NH^+Q8M`1GK"C_&Y9?$J" M8,<:A;VSW-S7SLX2>*1!`FB4@>6:,R2L+.;F.N9>B97=2RLYC@Z-;6Z.;4+: M@VVX^&.Y+AYMK[K:XN<)0Q=H]8^;KB_K"^ZP;4*-P?:T*; MG7H:-4H^OB)LM-`R*FPX18"SE#O$V]>1)F1*:6H6&E5%3'C"Z0>V[QX;M/C] MT:J->O-/U=V6/F:6L43D;1R7R5:L23K:JK^SHBB6.L/C:5))V4^1*8<@VM;V M%TD1#2N1)W,*MO)S8^'SF6R.9)SY4V235*OI^M;%\FEOVE0;"6T(8_$7FJ)% M%(*2VR>",C4,+6@C3@M;E1!(421"7LU$(L2<&R`@!Y<%?CAZ+?N6^C>=R_'E MY/73L"=]7W!8E*3W=MM$8X";0NE_()O6\UL&NIIT(*LW)&V,K8J>7S;[03GM M\6?!8-NQJ@U*Y-L^/)#P%W1;H_.I\`T7*['DW2'.WA^C-7O,+949,>M^>4A8 MM>.EY%P%.I4I->](?MH>G9>D4DHQM[64`("AB"66.OI%4$SM3S/IN@.@_$AT M@BI#G.X&I+RZ^\]T#SVC:;4NX%FYJ]Z&E-.](4UP+54I[!0.#U?%G5I;=96;/+?Z&$[/,2DLP!%=&,'YW;CT:D[6A?6]X@T8ZL\? M':[\VW))&GDWI!F233P.=,\H)6F5@5#S%WAFH:"5[62@Z=21C1' M`4(XA:%]/V^0K68EN%F2ZS_'F+E`CP87%'O'A*+SY_YEK6P`=A MLHNV7_,*K=WAJ;[>F37.(LJ:9I-)0Y+W*+@:&E:>\Z2 MHVHHJ]WB$?KA\=E&Q:I;=XEM.FDO:/EMZ4CD(A!YT):RJ&@%DQE#-ZO7O34P M+WI$[Q<#1"WF,H]PX\UL1%QU:OTM*94R4Y5=;RZ\K=$7IVUS!852U'+IW"XG MX_?+!6LED3$C3*&QEGMT\XFQ.JXJN-/5$>PZSB1'`:&(CV!`4J_4)@RB@F&` M@#6GBVZ'@27P+G4ISB;0UE0'@SO>LNK+-CT29(FXUM=%Q\<'1RLE]VO#+[@\ M.KH9=[\XKT:E;\-G(Y!MP7E>]SM[&*Y7BUJ>34&PVC4/OHRIJ8CT5>7:*]@*>B9.WFO[=8$]/3Q>I5:K3@V.?PHN M*(5^IVDI[)K1J*M[%F592FF97-8:PR60U1-SV]3+J\=W9"4K71"2*&H0VXYY M8SS!(EYB(6TPCRQ;*W[/S71WKU_3O7RZW\GT;UOT_DWZ>F_HWO,(KOX89>[. MSJZ@\QOFC:@.;FXN06MJZSKQ,UMNG!:>MTWMB8RASAIFU#[O[T;TVS3/>R,D M@C0Q:+UO0G[B>)6^J5]7]R]K+)6B;GM"@ZFMF+6M)HZ;#FB0#`P53MN MAE>-[(KF)KB62YEN9RA.Y.B%A&8I0$I#AF^),?!79!T-3]4BKWS_`";REJ9Q MJ;N\H;EE0)Z\!'G1X30)ZK5INY4O46P7($O+1"2LFNQE[4IB(Y6U)'$=3IXP M=\!I_;WQ?QZ[\MQ"VU(H),"4GV%1#9A\-9I[+9WYL?!L+WU M=7BN/NP6UT3N>V9X0E4.G$K9'#1'P>Y(@&E:4MIQZ;0@:,]=43Y:^)7_`+,[ M&\4#.]TPZ6YSC&9UV2P=-J@)`*&"(P&V^;A0AK52!5I02I:]NSN,:*/N2,(U M*%[3HU1`R5)"<>\&\(XZ\O?/4=\ST'45#/;>MVUZ#XZX"Y=OAB3!]ZW14\=5 M3"EBKQ>WL;B>K122!/2;L=0PBR(E232HYYK!0JYID?51%@3&9R%R-MIY-45E-Y M[%4Y+.:R2*1JCHNV*A:/5VOY!YKZ;K+I'AALX?Y$\HW`+M%[OA"CR"TQ=%NJ MIAXPV>BT2-S'=+)2ZN>V=8BFSY&]N'O='3CO$3U9S2G6[<51;V1^[IXCJ2%\LQ.K^A+>&I46%(K`?B[\@W4W5EHUY!4-/5_S1R_XVH-X MP:EF?6,"L.2LER,MNUHD3WS=E*(JRF47=8[.(ZJ:&F)))G(%"]H(TA0:+C3M MK9VTG6=7?QA=^75QE>%T2SEKDZZ?&SUM3->I(Z\7NS0F*3\M32O25 M/0YZD34&WT$OCS0PHI>2T/29\-*-6KF]`L3G&'IY0>)`/:-_^4+L#M/M3EVR M.6WUWY0J6E*7:W>J)%!8G9U3(+NL=[;YM)_AF5374*N!(@C\:3/U4+Y.Z/C* MA=%#P+9+"H9!JKG7DCZ1\?/E9Z-[@BW&?0?:7/W9_-M&U^XBY;9HE-[7J&Z* M&/=F1ICSS`)#*8HL#6;F!KN:;U4CN6--\>YDL=RK25R]0Q759L'(:B_W2 M#F%;K4*<'FUB7QUK+$Y&>&"F'3S4]7=F!YNDS)$Y` MW0M)"J_: M:R2413]ZSXJPVY9;K:^ZFBZ:'-R1!7"2FI,WM8)"EC3:M;!.38H;M@ES$.$. MH$!%7\:$\)6>U=HPSR\Z[2F?E#40J"!IMUI-/=KQ8ZFV4/0) M[&I>NZWG,P>'68],41Y':]70"YG69N<84E"@W/,W8WD]L4K"669E2%P;G`][ M^=.<"]554_>,:WK!X?M.R67GKRG^2&=VK$V:)0!_GD=J[H-Z0HZ8L34:EDD: M0.$*)D9!<\$XHU9Q3(G9`OA)/PJ-E+6V]\?OC(ZZ@_3G*]67O5O83;:?+?<% MD]$R_HJ-<^ ML;6ALB[<)+[RPZ]-:UZ>GR?-\GR?JU\GR?)\WR?JR.?4_/2WIVHW&J6^_>AN M:U2]ZCST7:7,$\;*YM9OTP.&EXFE!)7>,RQ$6ROFM>\7]"8SF;7H-[("<1OU M%N$L@\5TA?F.A&4'D^\JK&.C618RKWEAZ8B"%[NX2RQW:P_AB\E@ZA/+ESTE M*==0)&M;$[`$BNVMHCPB##DAKBJ@UY'_`!(]"2^2HNI:-ZU[YZ!DD,Z.=KV% MR#(>E:_CT0BL=E\9L.&NBOBXV2UPBC-4WS2*6PQ2OG%VLA\?HRSFQT<>6*27 M)Q0O9$9J1\9G2W6=R5H^OMS>8KEZH:%C-W*T74G5_05%MWD-G\]NE'5L8.HZ MLM5HSSUFA'*T+;JS-G$F,G256OF]D2$I1"$Z=M(5/A>;9+XXWY+>=-W9_9#O M)`I2U''ZB8EE-*K]BAM)VT95$60Q=2^V[#M5Z(4[*$TA*FK'D3A-ZY-D]A2=Q[?[NZJ+G30B:T\6ZUNB-VA%X3M"ZKG73A! MF]EKR&GM#HL"LTU+E:A8N"I:DJ1,(G0R0G:P`2?Q,=(7)8/GHL939_>//2VU MK*L%\YQA5#VZ36]9],)C^=C$[0;)(GIF<_S^;'N5%$P!6`3Q'Q*6A>N9@JDA MHA*R.LIR+]:>1FNO"ZVE7D+3A)^"]^._NY^JB6>08WG0Y!T@; MYIJ_\I#3PVKEL/6SM=SU6$765@U5HID+>[G0@%]N<4=%L[`C*D`F\A424S^R M9)5'P("7_*[SW);_`)9(OT4P5IY/J=X/L"`WL38-=]M3MG88BR7&5'X:.)H8 M%S,T/+JIJNMV4(3T<1D3\YO0YI+UDK.8O>+2SA6.TP?-E05P]!5#Q@R4Q7DA ML9W@7DTXLMN9H(VE)5*8_6L"F#^KF,Q<@FG$>PRQU(L(4.1X-F#))-T/10@> MV(.(WS'\6]*R[R.3J\A4_P!&7OS]>G$#%S9#/B[&Y(LZ9@9;@D82V M_:Z-N+FL0GF!K67^+>Q)A/\`S(/4GX>2:.E_B)Y>HWD%`]&(;SVRV["^3W>* M/]7U!<,V*W)IE)83.XW!XT98S@!ED4H`>J=I?QAW)+';H=\Z` MY"43"0'_`).[R;SG6CO9D'CDK7$]21WG%5&9Y`XNN?=N6T-FM$L;6IM=5R(Y M.N3KB4OL.H2Q@--H6'@DIC0;^+3XH?(ZVQJEZ M94,CZ.S&O\G7Z"X_4VT4_(C(;$[[FEW'2Z(<_K9X4Y#2HUR:N5J>L`/R(X]E M3M:4YT0KSVM,$W-A?'ET7T%.\45Q=-_%?&.8O:EQ3Z MID,'Y.Y35K3.\[J(./6H@2_O)'TC MX^?*ST;W!%N,^@^TN?NS^;:-K]Q%RVS1*;VO4-T4,>[,C3'GF`2&4Q18&LYM M'%B9Y739"I7IF=Y"(M2A-&C"G51^Z0@W=UHS'Q6>0#M?@E1;\,HR9]=.U]\( M\W,#7(IU560*R(HA6. ML1BQ**2,ZJ1G1-M$K1QQVD29M4)$CP6I0D=-0GBZZ`JYZY/D[#Q\YP>30+\H MUN.ZWN1LL)CK*_QKB9>E7(HQ)3GEO$2Y)*8/3$IB&QE)4Z:=`V5HIG]3`;-A MQXVZ/FW1//OCCK2A^#+#8;6@'EY>^K;&\A:2%5^TUDDHBG[UGQ5AMRRW6U]U M-%TT.;DB"N$E-29O:P2%+&FU:V")\']1(DM9<9$<*6@T=IPWR[" M[0F7E$/A<$+IQTI,BZWFQE-M-_09'/3=%N9"5.)H2 M.BPHD2=N/W;OE?QB=;Q[J^KZDNFKNP"K%J/R52[K5?TK`^>>4HU1LD:!6H\R MHNZ7/MMU==7U/VZRH8K+:)ASVN+5/IX%Q#0:QI=,R8@CWF9H+YM_R;_HSH,[ MX'[P/^*'^C6;LXYG]\)O]=_4UGR._A#_`/)O_BWFW?\`>I_^/O\`I!FI'S'? MS*?_`'.::_O9/_.@_KBQK^^/]>+_`'>\VA_@-?Y2/^L/-_Z$?\YO^J+/L1^^ M/_GA?T:SK0?P^OYS?];>9LK,^&O M[X_]L7^[WGSU_?'^O%_N]Y\M_P`"#_*A_P!86?8']\?ZPW^C><[&,VC_`'@O M\47]&\XJ+^"W_C;SF8SA@_Z;_C"_W6LX1W[PC^:U_6%G/_Z'_J?_`(+_IWGR5?/K^:-_I#FBGYR_P";%_6+S<+]^K_F=?[L6?,O MYS/\C*_J"S47\"1_-"_H!GV_Z2#^8W_6UD;.O_XHW4__`*M]W_\`"^5Y^9A^ M3!_QB.YO_P`K;I/_`'S%GLC_`"3W_F6Z"_SB7Y_Q3>\]'JKYR_Y#/Z`YH/\` MO;?T(_YS?\`5%GR%\Q7^7Z_IS`O^35?\UC7O_K"]D?^\S969\-? GWQ_[8O\`=[S9_P!)_P!=_P#XY\Q_P(O\J%_3O-X?[Z_UIG^ZS__9 ` end XML 21 R39.htm IDEA: XBRL DOCUMENT v2.4.0.8
Inventories (Tables)
12 Months Ended
Dec. 31, 2013
Inventories, Net  
Schedule of inventories
   At December 31, 
   2013 2012 
 Finished goods  $149 $171 
 Purchased parts and components   22  38 
         
 Inventories, net  $171 $209 
XML 22 R54.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2013
Commitments and Contingencies  
Schedule of future minimum commitments under non-cancelable operating lease agreements and other contractual arrangements
    Contractual Obligations (1)
    Facility and Developer and      
    Equipment Intellectual    
    Leases Properties Marketing Total
For the years ending December 31,            
 2014 $34 $145 $74 $253
 2015  31  16  8  55
 2016  27  2  1  30
 2017  26  2  1  29
 2018  25  ---  ---  25
 Thereafter  46  2  ---  48
  Total $189 $167 $84 $440
XML 23 R48.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2013
Stock-Based Compensation  
Schedule of stock option valuation assumptions and weighted-average grant date fair value
  Employee and Director Options 
  For the Years Ended December 31,
  2013 2012 2011
Expected life (in years)  6.44   7.05   6.58 
Risk free interest rate  1.86%  1.12%  1.91%
Volatility  39.00%  40.76%  43.50%
Dividend yield  1.08%  1.65%  1.34%
Weighted-average fair value at grant date $4.97  $3.47  $4.17 
Schedule of stock option activity
        Weighted-average   
     Weighted-average remaining Aggregate
   Shares exercise price contractual term intrinsic value
 Outstanding stock options at December 31, 2012 51,748 $11.45     
 Granted 3,506  17.58     
 Exercised (16,001)  9.91     
 Forfeited (267)  11.93     
 Expired (182)  11.62     
 Outstanding stock options at December 31, 2013 38,804  12.63 5.82 $202
 Vested and expected to vest at December 31, 2013 37,856 $12.58 5.17 $199
 Exercisable at December 31, 2013 29,397 $12.27 4.99 $165
Schedule of restricted stock rights activity
    Weighted-
  Restricted Stock Average Grant
  Rights Date Fair Value
Unvested restricted stock rights balance at December 31, 2012  25,605 $12.29
Granted  5,520  16.31
Vested  (7,841)  12.64
Forfeited  (719)  11.92
Unvested restricted stock rights balance at December 31, 2013  22,565  12.63
Schedule of stock-based compensation expense
  For the Years Ended December 31,
  2013 2012 2011
Cost of sales - software royalties and amortization $17 $9 $10
Product development  33  20  40
Sales and marketing  7  8  6
General and administrative  53  89  47
Stock-based compensation expense before income taxes  110  126  103
Income tax benefit  (40)  (46)  (38)
Total stock-based compensation expense, net of income tax benefit $70 $80 $65
Schedule of stock-based compensation costs capitalized
  Software
  Development
Balance at December 31, 2010 $20
Stock-based compensation expense capitalized and deferred during period  27
Amortization of capitalized and deferred stock-based compensation expense  (37)
Balance at December 31, 2011 $10
Stock-based compensation expense capitalized and deferred during period  27
Amortization of capitalized and deferred stock-based compensation expense  (18)
Balance at December 31, 2012 $19
Stock-based compensation expense capitalized and deferred during period  34
Amortization of capitalized and deferred stock-based compensation expense  (31)
Balance at December 31, 2013 $22
EXCEL 24 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0`!@`(````(0#JZ4G3H@(``.@W```3``@"6T-O;G1E;G1?5'EP97-= M+GAM;""B!`(HH``"```````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````#,V]]NFS`4!O#[27L'Q.T4 M'`S89DK2B_VYW"JM>P`/3A(4P,AVN^3M9TA;5566*EJD?3=!"?8Y7RSQN^(L M;O9=&SV0=8WIEW&:S..(^LK43;]9QC_OOLY4'#FO^UJWIJ=E?"`7WZS>OUO< M'09R4=C=NV6\]7[XR)BKMM1IEYB!^G!G;6RG??AJ-VS0U4YOB/'Y7+#*])YZ M/_-CC7BU^$QK?=_ZZ,L^_'Q,8JEU.^[^%H;%-3=*NM_Z:[$(/M6_;;V-TO8W;) M^2(G4IKUNJFH-M5]%TX@<8,E7;LMD>_:9+HFG6[ZI]QG^D^+'9LNZ96#C/]O M*GQA#@Z2(P/)D8/D*$!R")`<$B2'`LE1@N1(YRA!4$1-44A-44Q-45!-451- M45A-45Q-46!-463E*+)R%%DYBJP<15:.(BM'D96CR,I19.4HLG(463,463,4 M63,463,463,463,463,463,463,463,467,467,467,467,467,467,467,4 M67,467,467,460L460L460L460L460L460L460L460L460L460L4606*K`)% M5H$BJT"15:#(*E!D%2BR"A19!8JL`D56B2*K1)%5HL@J4625*+)*%%DEBJP2 M15:)(JM$D56AR*I09%4HLBH4616*K`I%5H4BJT*15:'(JE!D+5%D+5%D+5%D M+5%D+5%D+5%D+5%D+?^7K#[,41&;/O_]P9W*O#'(X_RA)7?EE^^/1=_JO-66 MZA_>AHFSJP=X6?M?ALU-#7,\= MPU3;Y0U?39'1.#=74WVB-YOF]%9_````__\#`%!+`P04``8`"````"$`M54P M(_4```!,`@``"P`(`E]R96QS+RYR96QS(*($`BB@``(````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````(R2ST[#,`S&[TB\0^3[ZFY("*&ENTQ(NR%4'L`D[A^UC:,D0/?VA`." M2F/;T?;GSS];WN[F:50?'&(O3L.Z*$&Q,V)[UVIXK9]6#Z!B(F=I%,<:CAQA M5]W>;%]XI)2;8M?[J+*+BQJZE/PC8C0=3Q0+\>QRI9$P4P>J/OH\^;*W-$UO>"_F?6*73HQ`GA,[RW;E0V8+J<_; MJ)I"RTF#%?.&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;',@H@0!**```0`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````"\F\N*VT`01?>!_(/I?4:N M?G<8>38A,-MD\@'";C\86S)JY>&_3^,$CP>2.QMS-P9)N'TI5YU;U9+N'WX= M]K,?>2R[H6^5W,W5+/?+8;7K-ZWZ]O3Y0U2S,G7]JML/?6[5*1?UL'C_[OY+ MWG=3_5+9[HYE5E?I2ZNVTW3\V#1EN; MW.CYW#?C]1IJ\6K-V>.J5>/C2GLU>SH=ZT^_O?BP7N^6^=.P_'[(_?2/WVA^ M#N-SV>8\U46[<9.G5EU.E>9\1?N[JEDU_Y$C;#F"Y%A-EF,UE!/8<@*2XPU9 MCC=03JTE:BK[B.1$2Y83+923V'(2DB-L[@CDCK"Y(Y`[ALT=`[ECV-PQD#N. MS1T'N>/8W'&0.X'-G0"Y$]C<"9`[CDQ!AR"8:CM(=:PTAW+8P4DP.IH-00TA MJ-D0U!""E@U!"R%HV1"T$(*>#4$/(>C9$/00@I'-G0BY$]G9[-F5Y7%EL2U" M0XNP[/GF)[5H*>Q0X.C`T[-#@R["(76.2:7>0:%KEF%[F&16[8J6-@[EAV)VAA M)^C8G:"#G:"PW5R@FQLV`PV$H&5W@A9V@H[="3K8"7IV[GB8.YYM$AZ:1&"; M1(`F$=@F$:!)1':A1UCHD>U9$7I68G,G0>ZDFUIHF4[[^B#4Y1FB/\?HUA4[ M&C@8[+MZ*#+"AHQ`R`@;,@(A8VZ:MY=GW5Y2]W+J[^-O!K9^AIW'!B:R8]NW M@_;MV/;ML'VS'2%@1V"/#0F.#6PU6`R[EPBPETCL+CW!+IVM!HMA$UE#(FLV MD34DLF43V4(B6S:1+22R9Q/90R)'-@,CA*!G0]!#"$8V=B+DCK"Y(Y`[PN:. M0.X8-G<,Y(YA<\=`[C@V=QSD3F!S)T#NR/RFR5.VW9A77Z>QOD-UO4=P?1H- MQ.P!%,Z?CLUD!YD1X-Y%NFGJ3/4EOORR47`^;,Z?E[^H>?46 MX.(W````__\#`%!+`P04``8`"````"$`F-4#RNT&``#4&P``#P```'AL+W=O MKC9F`ZL: MF^[:^?CWY[5I[%F/L9JK9$/F93Z>G1G#EZ^O^Z#QK(S547C6]#ZUFPT5^M%& MA]NSYOWZ\K]1LV%C&6YD$(7JK/FF;//K^;__?'F)S*_'*/K5@$!HSYJ[.#Y\ M;K6LOU-[:3]%!Q7BE:?([&6,H]FV[,$HN;$[I>)]T.JTVX/67NJP>53X;/Y& M(WIZTKZ:17ZR5V%\%#$JD#'_C]&C0;@;3Q M?*-CM3EK]G&,7I3S!Y,<+A(=X-5QM]UMML[S(.],8Z.>9!+$:X3WKHY\=7J= MSB#]SS05#UJ]V,(H/39>?^IP$[VD_XK4ON6G+AQXR5[ZJ3?Q#J^WV^W\;U=* M;W?Q^Q\AWR+Z60;Q/MG/1IB%]YX1@4J)>1CK^$TLPF/V=802IEE?(#*OV3"? M-7XQBXV7.DY5ILO;U?)Z,9NLYS-Q,;F>W$[G8G4UGZ]71*)#)#H?D!!WDJB, M`5;N29;LDYZLUG#H9GZ[7HGEI5C>S8E,CZCT:IUQ5:;+&Z*"Q.>^]#^B^HK#)3UC?ZD-X:$3V)B\3J4%E+ MG!B/B1?CLOTJV>^E>4MMK=Z&&I=2AK&0OA\E84QD0#71\=IEH:FTNXS9[)?Y M[T0_RP`WF[KBM1UH&;6+\!GW..T'KA7EU&.@IE9A'!F-AE;DWL.]+U#P&)>K MZ"E^D4:)F7I6071(WU5,(QO;-`I'B)+I,33O##JDP2W-+BSB/DK=*C=[%$R/ MD;D(T9FW^C%08F*M@A-E>XJDQYC\%D6;%QV@->;P>6V*G\?Y2XQ)8Y[XODD4 M>LTK&KU56?ABZ0A1`CV&X*741CS((%'B1DF;&/35<@4I@QZ#<*8>G62!KJ)T MZ+:EY@:/DWV"40&OE_%.&=1MCY&T@__ZF7KN4=XZC+!$V[%2FTSI[,B M?E/1ULB#(T01[#`$5W'D_[J0%@ZEKL"/;(XY"A3'#L/Q!\`WB1\G!NXX=I2^ M#J,/X"@#V\SQ8S**6R0<(4I@IX)`/]HKL9:O[C4":Z06#+PTW"3.HDU[R%R: M$`%8<1U9*^Z<]ZGZT!CCF%L,,@7"6'0Y"!!XVL!5UB M*WB?G(X09;'#6$1`>WWL05E.IQ%F<+C%*E7J+^D6D(^:+H/T1[K+@(<[F?:& M4U&!22+"`/VA?%RE`!N`M>D=!?EI6\Z(C26-"DP2(0;H]P1N*`.E2QU*Q((L MI?WJ1II?;J,"FD2(<;I*'JWZG:2-`WVS=,V!)[%EK*ZF5_/9_?5<+!;B87)] M/UDOEK=B;@E@B MQ/`M+IW-3-U+!%Z),8.73+`J8PILEP&;#[(-&61I;35:@Q,"("V\Z#%B3P^R MU"F:U"ZEML>HK1QF%8%U*;,]QNS[3*NRI)#V&*0G)E*5$"6VQXA-!U.5%<6S MQ_"LGT\.GEV*9X_A63^@7"7*9X_Q>6)"505'6>TQ5IU!565.:>TQ6M'1(CRD MHI>MT@<9)P0@6?#99WPN\#3[/J$JWA@<$FL&9?V@0),$QSBM;^^N2Y3=/F.WOD>[2I3=/F/WQ),)]NU8:J" M0]$+(8KWH`+ONB="U+P0HG0/.-TG9VN*`-6A<`\8W'2T'N&QU)CR/&`\T]'* MC3UT&9)4QG`^6RL?$BEZ`\HP#J7JU,Q6>$7#H>`-&,+5HY4'-G"H8_SFHY5; M>GW*V9`!.ZU];*0I\=`ZB^0.&;&GIO31)Y*3H:/#@*W7H1X-*;`XE(I4+T3[ MPY`2BT-)*%L;JE+KO#]CE9H)^G9>WWD_AFG]PD&5AA13'$J.U^\;5,C#Z"#% M9:">VC=X<2FI0T9JO0XM[HA>91Q*H;E["R_.B&*/P]^8.T4:(3UY?\:A).`\ MJ$?9IQ8Z_[A+.(%02D:,4F<-JHB#HC)B:%99NV'0NHX8HY7V<#@?"B.Z%>#` MTD"6N#_>"[A1U3/'$HN5._5-*XQA14'$I"]3LEY&. M;WY\&?CX2BK]D7ZGDV'1>O]"[OQ_````__\#`%!+`P04``8`"````"$`#$*X MEYL%```N%0``&````'AL+W=O^[[ZZ/G=?FYJ+)NU5R+&I!CTU99 M#Q_;D]==VR([Z$G5Q9.^O_:JK*Q=]/#8_HR/YG@L\R)M\M>JJ'MTTA:7K`?^ MW;F\=H.W*O\9=U76?GV]/N1-=047+^6E[']HIZY3Y8^?3W739B\7V/=W$6;Y MX%M_F+FORKQMNN;8K\"=AT3G>]YY.P\\/3\=2MB!DMUIB^/>_2@>4[EUO>^O/>#=:K:.,' M0D:N\U)T_:=2S76=_+7KF^H_-!+&%3J1QDD(-`TN5W(;B6C]OAF=I%F? M/3^US9L#Z0%K=M=,)9MX!,]F"X;'N"G0-E?6'Y6YG@1T.QC]]KS9/'G?0*3< MF,1H`CD^F@AJD0P62BCE-9T,>,!K)`=;YN0"?^2B4,9E2U>*YR:26B1SBX"9 MI'.3S6[T0O@&A.^@F1J%B$\$V?KC?"U`C":@_ZC9FEHD[UJD]RP(2UAFHNK` M4HWN7=CK2&'+XA:CR5J'/9`^@Q,"KR7;8TI@&=FT(>3@/$S(Z7R8^1I-0)Y_TK7=-/2'HFC%/ M"7HKN`*:U$0W?CXTS#C:@X8"&ALD*;8,3BB\8WM("2S%C0,B5$6WX9W1Q()/ MBHWU9&BB#=*!RF%I75.Z:F"OD`/Z_Q4NQTKM;$8>H%JT&N?96E"X&C#E$\I'-Y2 M3]7S!7I8Y@D]UBAB@3:H7LC9)P2.UFQV2N!P4B2I>JJ2+]##`D_HL181PQ5. M'72DQZ1-[H$I`>4MX5097V"&U9TP8R4B%M,.$$C!I$DH'OJ6@3D79'XH[=FG MVJDJOL`0BSMAR#(_%F@SM-\-TS:A>!BQ':04#Z3-36XIC=<$R3ZBQ\QD+M!E$%+9`Z.43BL,] M@C;RE.)!8$4F#"7M)0-#/4SKWXX)$!L;%"_P.<'[<$I@&=KM4WJTAXSTYKUC MAA MFHX049KQL3$:*=J`&8K8<1!?HCC%@:(M6U1%VE1XV5%?PUG@A6]=F=PDZ5&?17[><`3OOK'VL7>' M))V5=8Y;M0Q57&2,H M/I?%\%RFGYR\$8!'K&MV*KYD[:FL.^=2'&&JO]I`#K?XWH4?^N:J7V)>FAZ> MK_2_9WB7+.!QQU^!\;%I^N&#>E$;7SJ?_P<``/__`P!02P,$%``&``@````A M`$9T'0RA`@``9@8``!D```!X;"]W;W)K&ULC%5= M;YLP%'V?M/]@^;T82"!I%%(U5-TJ;=(T[>/9`0-6`2/;:=I_OVL[H7Q475^2 M^-[C<\^YOG:V-\]-C9Z85%RT"0X\'R/69B+G;9G@W[_NK]88*4W;G-:B90E^ M80K?[#Y_VIZ$?%058QH!0ZL27&G=;0A16<4:JCS1L18RA9`-U;"4)5&=9#2W MFYJ:A+X?DX;R%CN&C?P(AR@*GK$[D1T;UFI'(EE-->A7%>_4A:W)/D+74/EX M[*XRT71`<>`UUR^6%*,FVSR4K9#T4(/OYV!)LPNW7U_?G#V4D-?B-5B=,7R?-OO&70;#@F MNHR"*_\]"G"+KY(YJNMM*<4(P'5!3==3,6K`!9F-AX4,G,Y.\-5F+@;"" MZ-,N\%?++7F"KF1GT-Z!8*9[4#A&I'/$XA5"0$DO!TP.Y%QDF.A,QKC&WF'6 MMF5&>SH(C$J`RT&)J6.3A18,S(#C:%++@98#4#Q&I.\A1FJ`9*#F8MA$$PP. M^I:"BDF-O0/%]EC":'(JZ2B[]GM]H^HP?6]4-]%9#U8]@QV-O0-!E5[B1%_Z M'F*D(GY3A8G.>K">J'"@DWVP@3&#ZSV)I_#,V#CI$W#[.UJR[U26O%6H9@50^MX*>B+= M0^$66G1VL`]"P[VW/RMXSQD,L.\!N!!"7Q;F*>K_(7;_````__\#`%!+`P04 M``8`"````"$`Y2CUBT4$``#,$```&0```'AL+W=O+OOAZMM7D1N?N*(9*=34-6B?E(Z_JRM"R:GG&1T`FY MX!):CJ0JDAHNJY-%+Q5.#ORF(K<U-!_>LXNM%$KTF?DBJ1Z_[B\I*2X@,0^R[/Z)Q3] MA:9)VFCSBYY\D:45H>183T#.$AWMY[RP%A8H;5:'##)@MAL5/J[--[2,$3*M MS8H;]&^&K[3SW:!G%'5F)P&\:)C<">D'>&?C^P$-QL]>Z.^`C\61D' M?$P^\OHOG.)S//=I$S M,XT]IG64L7M-(_V@-2G^$Q#O>BOBW$3@CIL(FDZXJSB]W M!0J8YP.?35>(LV'\D?5^L/BTK^J`%?#00BT$W>7#;O?R$;P*:\UG$@W:;OV1S?1E"2`<%76B^ M<%YU4"A#KJN#HBZ$/*W0[@DF%@RXV1IPKPG)1U@:.CXVDQ.+RO[-IFK9"4;_ M"&ZP/TH$HT0X2D2CQ&Z4B`7A\5)X0;"C8J^V$B3#8`W5&,:BLF'(]NX*HN`$ MU#Q%6P"^Q,R4CG"90$*05B:4&*U,))`ISUGIZ6Z@+6[:1DL+5FF-4RS:<1#A%15"ZU7+-KS2EF+ MMP(27GGV0BU>WA%?@A[,=4$7FB_05.=[*$/ZN2[J0H^FL2>86##Z09;\0["/ M[Q2;NA[PYIZ3KE)U-VK$2IEZY*5$/313H1ZX*5&/['P&BF_0,X:RW>Q]8]XL M#'"R4DMR:M^7%O'KO4%B955^-/Y08S#4&`XU1D.-NZ%&=EAD*0UY(@Z#XMQ2 MX.J$?9SGU$C)1PGK*YM"VVA["'USV=9>B6_9X507=Y9;'>\[2]CF@H[5"L$1 M\Y*<\!])=`<``#\F```9 M````>&PO=V]R:W-H965T[;=ZBA#D..*>U%-J8^#W^.AOPIA2^? MOE\OBV]Y51?E;>?X2\]9Y+>L/!2WT\[YY^\O3QMG43?I[9!>REN^>?7C[*ZFM]SO-F`1%N]']DO7BQMXWLJ]IL7-P0C/U9P8Y?%89+DHL_=K?FLP2)5?T@;TU^?B7G?1 MKMF<<->T^OI^?\K*ZQU"O!67HOG1!G46U^SYM].MK-*W"XS[NQ^E61>[_6"$ MOQ995=;EL5E".!>%FF/>NEL7(KV^'`H8@4S[HLJ/.^>S_RQBWW%?7]H$_5OD M'_7H]T5]+C]^J8K#[\4MAVS#?9)WX*TLOTKTMX-L@B^[QK>_M'?@SVIQR(_I M^Z7YJ_SX-2].YP9N=RR_DI47Z`E^+JZ%K`$8>OJ]_?^C.#3GG1.NEO':"_T@ M=A9O>=U\*>1WG47V7C?E]3^$6NE]D$`%B4"FNAXL@TWLQZOI*"XJ:DB2O4R%;I8KNZWML@""]K$#KT21"#1$F MLM[V48BJD%4E6^'.CD1`;N(^0CO0/4*0Z5[IBA+))"%L!-$)W3#9DZT[!T;; M2P"=FHH]0JOV%@>1U_[3A(Z1$`F/(F*,K&%UDO]ZA$B%>ZSU"J/DI7/&3C4+AEAN90&B&:A^\;I3J MKB3:9EVOI]>$HJ*V@+4;D-@NB@<724)]:06/JZ"]K$N,M:5\KZANCG')2@BS MVG",4,RY#`L_7O=;'ZTJG;C\JG\C`ST?N M(508'J$ZI8TP^41WZ75J]K2'/:,!VSR;NK0JS9G.U:OO0*1B9:R'B; M!:NV/N''7O2@0&U6I%)J0VA*I4,P6M$XQEI]'25@;A?9;1;:C@ M6/>#8-*3DFE$6!$J%@;$B97-DSOO`"D^)ZI^)Q%AC4+%4N\R2J+SL'$=&]MO M^2*B=[(MNZ=*9C!",?S@J6QI)T-!&++1;;3"T'?@`5)8R4]J;ZVMU0F%-NS@ MA(+F"*?N9@CO7([D6]_G!F.O8Q4E!/%QCFI#$XJ9HUI:C27=Z$1TM3.VN8'- MKU1I3R+"&H76B'2<072_:*`1D=HP7"\8.]J##(^11QE&9D:&X8EW+%:OB_:R M87[ZCE)1?'>8X6E$6!&2X9`WO[9Y9<@AE,\WL=J,_ M^RIHK-7W8LW.DUF48*CA/E+%U/6,FF#=3[?K<-K]IA%A1:AH2!*79MD\71-( MC?,\Y$85\"0B0AM"Q5+WZY:(T'0]IB80&FN%FM`J)U&A[)1@J&'<5#$UOEXQ M9W@K;<'?ATB-Q0S=J/1.(L(:A8JE9M>+1?NB=A%IF=N'2%G%3B+"&H6*M7M< MB-9$;,,S=D**ZIY"V?=UR1Q(*(@?/A4N36;P.6.90`_2A.M[H7#L9D_!FG\= MJ5&QLCWZ>"L4-4-Z9'>]]C)=FV&*Z;LA1:F<\^^E"!.SABX4,TN!^LOV:-+@DFE$6!$JFO?`:)8' M*FJS^7S*($0PWCIHJI^?6* M.=-;Z6^&(J3&DH=N5'HG$6&-0L3&U.XZL6VSL3YH3Q=[1=G$3B/"BE"Q=I.# M$S;Z9>-Y'3SE6_/UKR5#9SG:7\]PT&M',ZZ>$N`CV79=!^@8[<_^O7Z/P`` M`/__`P!02P,$%``&``@````A`/<$(6Z1!```5Q(``!D```!X;"]W;W)K&ULC%A-CZ,X$+VOM/\!<>\00[Z59#1@]>Y(.])JM3MS M)L1)4`..@'1Z_OV676"P8IA]I\^\LQY9V65\N+@DMG<=5B1 M\'-:7`_N?_^^OFQKW$_'WW_;/WGY5MT8JQW(4%0']U;7 M]YWG5M6]9/%93LHSSY_/5UX>IX6+&7;EK^3@ METN:,,J31\Z*&I.4+(MKX%_=TGO59LN37TF7Q^7;X_Z2\/P.*4YIEM8_9%+7 MR9/=EVO!R_B4P;H_R").VMSR8I`^3Y.25_Q2SR"=AT2':]YZ6P\R'??G%%8@ M9'=*=CFXG\F.^H'K'?=2H&\I>U:]_YWJQI]_E.GYK[1@H#;4253@Q/F;@'XY MBR&8[`UFO\H*_%TZ9W:)'UG]#W_^R=+KK89R+\64A&=P)_AU\E3L`5AZ_"'_ M/M-S?3NXP6JV7,\#XB]=Y\2J^C4550US[\CB#2I,(G?)%D`S2;NS_S- MDBQ7TUD\9"170N,Z/NY+_G1@>\`]JWLL-AO90>9F"0T/M2C0-A'HSP(N)P'= M"D;?CV2^('OO'61*&E"((-CE'4A'1"U"2"7RTMZ`!\P4/5ATCU[+0HR:+-;Z M+<(AQM<1T1`1&!`ZA*RW*HM&--"(2AV#N9)-1*'H/46VFXU*)"4($0,U4*JM M=$0TB:`VA$87;C.BJQ@]N+!H12%8=NM%FHA9R=HO-R9%+4H"?0$4H_"K\G?S M-7KP5(S0$Z,&O=5>*MM%)=NM1=F)49P?/KJ%`B"#DMS'(1_W@UE">]H/KI5JV5E?A M?%VW:1]G,3H@9NR=$$%(+.C2RTT9:4&C$U`MV"FN$=N.$A.C.K%@:6@2(F9\ M3R.Y202U(32:!#RJ)Z#99F1XJL\T(!OC:0BU0G3.HKU MIU!76Y"JX.3#0D23'^&'O5_G9^R[4,X]N%8M,8\%0JU9="U%@^^X#NJ/_1]^ M58,=^@RQF42C["2$6K/HG&'I/<[M0T_$L/EPF6;3@+#^AOB1+4A5L)/B)UX# M;VRC_-`+]/IW*:10H9P[47^;I\@LU)I%UU)8@*7^Z!`3];?92%/_20@E-HC. M61A#QUG5'_U"UW=0_[ZI;`WU(]*/;DP_4M'I'2`<8H0A&H?.T#"7D+3N,G:7 M1LU)"+5FT=447M%Q'70`M)*)'6#SFX;S)(02&T3C[.NNU>X`.3S5`1H0=H"% M;[AOI(6#E?$V0U5XK#HZQW&7\L=BG-67EG$LJQR$OXHP$8)'"74*'Y7".&[@CR;>RH`I_U[?&5? MX_*:%I63L0M,G<_6T/Q+_#"`%S6_RX/KB==PSI?_WN`##H,S\'P&X`OG=7LA M/CVH3T+'_P$``/__`P!02P,$%``&``@````A`*;+Z\?3!P``9RL``!D```!X M;"]W;W)K&ULC)I;;]LX$(7?%]C_8.B]L>ZV@CA% M[:*["^P"B\5>GA5;CH7:EB$I3?OOE^2,9,V0'KH/:2(>DT=SR$^TI*>/WT_' MV;>J[>KFO`JBAS"85>=MLZO/KZO@G[^_?%@&LZXOS[ORV)RK5?"CZH*/SS__ M]/3>M%^[0U7U,]7#N5L%A[Z_/,[GW?90GR/@?0PV-[3Q_-?E]OJ\_-]NU4G7OHI*V.9:_\=X?ZT@V] MG;;W='_5Z?*U5ME9-.X*5IOFKI;SM]2'UX;GWZBTG@SW:V MJ_;EV['_JWG_M:I?#[V*.],?V39'-9+Z.3O5>@ZH4R^_F__?ZUU_6`5)_I`M MPB2*LV#V4G7]EUI_-IAMW[J^.?T'H@B[@DYB["11-K$]?8B7693E_E[FX,B< MR>>R+Y^?VN9]IJ:'&K.[E'JR18^J9WT*2:A*N=6-GW2KT:C#G3KZ[3D*%\73 M_)NJRA9%:UL44\7&5B17R5PY&>VHD^1VTFRTHUM7@?HYL;,,Z6!K$*4344X5 M&TE!W*B""&YTJZK69*`H7$9TK#6()#>2@KA1G4S<#!'IHU9-KM4U.:Y!E)L$ MTS"+0O./6MU,14D1%DQ$O*AI._%BILTD)]UJ>4KH<&L0J4'','E.DH*XR44W MNM6;$X@D-Y*"N%D0-T-.^JA5$YX3B!:8$P00L@F^F8J2+.)A$B_Z4L.6=WY= MWKK5\I2RG$`D5492$#>%[68R:W2K-R<026XD!7$3*>!/BC,$90Y;5>%)H0JB M2C`I6KD-:MQFJ14'ABCH;AA'&I171V-5(XKE,3``J2\P";?H!"20J8S! MB#+9BLL)YP5?7Z`2BR-):%P.,D_7%S!5S;%(DH0ZHG0>XP*> M^N(:J*OWB/R"%;D;R>@QA3%/R#1;"VK)$D*5E)`HH8X<3)XD%`.3/0FA2G0$ M';DEU)%FI4W`6!^V:L,)B*K4["UX0C<:Z>@:C]?1K82`GFR>\.\*,:C<)PLS M5I101ZH;R9%N]FXH8E")CB0)=40A/*PA_?WLCH0&LKK6$';!XZ.C4^":A":[ MB-@%WH)-A36JQ'I(;*:.9.[&@$O?&I*@BG-&DE!'E+MC0H!)-GNM-33`U)G0 MT'A%]O6"3SU0TEHYN8A;\"^6\0!5UW!8%4E"'*FO_-)*,LW>E80J:>:($NJ( MTG?(*0%8>G)"%5\L4)4;C71TC=3;K$MT,R=NP6<+JL1Z0$=N"74DTS#A"XVZH'REE^3$A=W"WXC M`E6BEP'-KL5&'3D8/-DU)(!.7TX28+$ZDH0ZH@P>G99JYHX+?AT"5M)Y$":V-3.(4`.I)"U6BH[M)G&I" M7J\-8UKZ,*^-Q3WS8?U]WK6>;C32>F@J7D>W$M+-W$5QW8>8";%.02760Y)0 M1S*#U=+2CGP)28#%62Q)J"/*X#$A0*:'>.D`5F="0Z/W.I!2ZIJ<)GMQTVSE MQ.\XH$K,:6"PWY%,XA0`ZLM)PBSF)$EH3I3$8TX`3E].`UZ=.;D;R>@9I2Y? M2:;92HC?<4"5E)`HH8YD^F:P]_4DA"K1$73DEE!'FHI7V@P)90!+3T*H<@\# MXF6@$AU)$NJ(,GC, M"9#IRPE4T@XBFTK$'43F9J\YS%.*^,X!56)-[B9PYB#P9)]GFOTI27C%.2Q) M:$J4P&-*`$Q?2J""E-(P=S]RRJ:JI(C$AQB9F[_F,,M*/3%A]UI1)68U4-A[ M;5)71FE%F69O5JB2'(D2DE5.63QD90ZSVH36+@]50U88%:O@AJA\#W)SC5Q& M074W9?2EFYFO*.3WC$PGMYXFP6P6);1",I=SP*GZ*3W!0)68V=U8HY#=)0)]L+T^R]9*%*=`1D=TMH3!J4UTO$&!/P MT[.>U'N2&I+PBIC[-A*1N#>!\*HDO&!X*5^K/\KVM3YWLV.U5U>!\&&A<-7" MBY+P1]]ODP?%#B?=/TPQ_Z5&ULC%?;CMHP$'VOU'^(_+XDA@461*@V66U;J96JJI=G$PQ8 MF\21;9;MWW=LYV:'IKP`\1R/SYP93X;-A[E<<8 M_?SQ?/>``JE(N2UN(6'_QP8!E]XMFYH*6R M3@3-B0+^\L0JV7@KLEO<%42\G*N[C!<5N-BQG*D_QBD*BFS]^5AR078YQ/V& M[TG6^#8/`_<%RP27_*`FX"ZT1(ZR78'`YV/YL,?!/!GA[( M.5??^>439<>3@G3/]9:,YW`2?`8%TS4`H9,W\WUA>W6*T6PQF2^C&9[.4;"C M4CTSO1<%V5DJ7ORV(%R[LDZFM9,9T*SMT\GT88[GB_]["2TC$\D3462[$?P2 M0'G`F;(BNMCP&CS7(=0\VJ!`VTRC'S7<;`*Z$E9?MQA'\TWX"C)E-2BQ(*CR M#N0BT@:AU04B+1N(L<>F.52O>H=&2]=C,L1,740Z1,PZB,,"=.BQ,)KG5P\LKUGE@0A-DJ MU$5IBCIM$+J<[W#4[G7B( M=`SAL,#0M7U5>I?5F/][6VO4&*%1B,OH2DOM,[*]S[VQ&'L*88O"TY6Y,=$D M\A!IC;C.V26D.U]7.$VFL&V('I'N_ME4U:CKQ]B*&86X3'33ZYCXEPC;G@B? M[56%MXM7&DF-&F5T^+AA7F/$. M"T/%%1K>24F-NMYC'6.79)?%]2Z+;VJS-6HT+3O//,^65FEO-CY M9!+Z'BL2?DZ+Z\[_^Z^WEY7O575/^TO"\SN$.*59 M6O^007TO3S;?KP4OXU,&X_XBLSAI8\L+(WR>)B6O^*6>0+@`0Q`R< M.'\7TN]GT00W!\;=;W(&_BB],[O$'UG])W_\RM+KK8;IGHM;$I[!D^"WEZ>B M!F#H\9?\^TC/]6WG3Q>3^3*R=6U6^IN-?WDH^JYOF_*")-*`P2-4%F M@-GTSR;1:D[F"W>4`(GD2&AE`<\L[K'HMC(!B(W0V@XU*`@MXE0 MOPKYSH<"!MP*6C_WA)#I-OB$-"6-Z#`BTA7'5B%2)>+27D,`9`H/!MW#:RE$ MJZ!H;S]@`P116-'@B:9B.I!04[)3Y`!E%X\]"8E3@H):CO'W%RVH@T8"7&G"[L$2K M`=H-&4L71390IX+:%!JG\,K!_M1;:J+7N=109.-U*JA-H?&N-=XVKZ+5R.MR M4``HFLF:':XQ2Q_%/BP+,ERB&AP!B^MELZ63S0.\D`QWK$9ERZ-;0AO)4[3" M%+JY5[3H%?U]"S:`X6N$>'>S0$PB:B\,4&I45&@-9)-0: M18<6#M)!JPRCL?0S;#@#L9D/;E=N"6TDS98&TVC;L@@,>HQ6-`^JEY#.N7'3 MDC?O?$O>CFX);21/\@KWZ+)KE`2:2S_+!);O8%.`]TDQ.BNW4T*M4?22$!9B M@4:'<=4QJJS03@DE-HD.+>RD@U9UC"[3S[!9QS8G:NK8*:&DE8@WXFX*=4CA M(2.0:"U]2%@'1OG:#*C!=$HH:24V3&$G':91M>@V.FYD>$7K5V,O3@VN4T*) M3:+E-M*-;0@MNYWO"8W*5K5N";5*=.AQ?XM,?S.JMM%84=WNIJ)8RB&"F>Z5 M0[NT9+-STVU45DP1W[J_417%AJD[F5$`IJ/!7COX`#Q$;D]S2ZA5HA<`)*:7 M6P-:=+NK%E76'#LE-+))=&C=U51!F&YF5JW3J([B),-5#BAYSH/A^*>?8D6+ MUJ+O8L:F*V^VUN;1+1$G4&)(S4?T_[WCX"$3'LWDK+RR(\NRRDOX1P'?GA%\ M%*A6=;CU&HD3D$'[`0Z]Y,%1H#K@*.H>7]GO<7E-B\K+V`5"AI,E)++$4RN\ MJ/E='@B=>`V'4/+?&YPN,CB@"2<@OG!>MQ?PX$"=5^[_`P``__\#`%!+`P04 M``8`"````"$`*!W*VN@$``#^%0``&0```'AL+W=O3SC_U[._'NVV>1*Q^HJC-<[E53,U0%E2D^9>5EK_[U9_"R M5I6Z24ES<0.(UR[/F9RNJ*D6ZC2\EKI+7'/K] M:=I)RK3;AR?Y(DLK7.-SHX&<3AOZW.>-OM%!Z;`[9=`#8KM2H?->_6YN8W.A MZH==:]#?&;K7@\]*?<7WL,I./[(2@=LP3F0$7C%^(VA\(B&HK#_5#MH1^+U2 M3NBH>QR;6"X'5(EQ3F\"?XK14;F`'0]^6S+>W9JKGMUL=2]W@XA\*F9T4%;$Z$2@[$7.IV9:S6G]%9=&I0,E4;&WM M./9RO9K?%KM3@?+_=PA>U[H"92=B+;65:6P67VC)LA.!DHG8FFD;RR\XN^HT MH&2>++^J`6NZ[0R43`,&:N;0;KK*4/:5-6OMF,Z,;NATLK63U$N:Y+"K\%V! ME0_3J;XE9!\QMZ#2. M0#QQ9`19!437HP'PY:%K.WPEGS&L4B`&0C$0B8&8!MHUHX,#O0TP#`,;6&]) M5.BML>);Y5)FV'*+)X[/*@+A/1,;:\VK^#.88`83SF"B&4S\S#QZQ5D+F\B( MM21*K&6#Z=+`N@\<&?&8$O;:Y$WQ9C#^#":8P80SF.B9@>6QX1L=2R#./-@[ M1\PC4"SSQ5&]2@E/"GA2XE`2H12(I(2\13!.0IG^<#1]O!;&/U91[[= MJ[#/]::9YD+8@5P*33DK)3PIX4N)0$J$4B*2$C$E8$MKCWY+!AW8=0\J:8O)0(I$4J) M2$K$4P3GL`F__48L;L-/'@M'J]M14R;+$4^.^!W"QLK1N!5J&-P:;<<_$*H8 MFB'LN5VT++=HAPA,3EVWTZ, M@R='?#D2R)%0CD1R))Y$>%=)SOYP53SO3)K2#]V%`T_(CMR.FC#P*$>\$03> M)20E_C@E#&DP3@EI5CA."9,G&J&$1L63".\WR?0G_*8_!'B_;3%U@[LILH5/ M^DT1MN0-37#(DVOX0(N8[[[RY3A^EU&[W)*%!U04>4Y[62XO<2 MLC4+UGX?I==\GKF%VP#(L86X:VW=]C9.[[^`2[E;0!%,A M+Z_H_1U]:/"MO1QXQ0UA^'[/;._`\-]`><(3.F>E<3GLVJPNWV(S4VCX_K^]5B<__C>?6R5T6VJZ?E7FS_ M[OOZ===6>[[_2+GGY?;W'Z^?[C?/KZ+$U_73>O_7H>CYV?/];?SM9;-=?GT2 M^_VG-UK>M[4/_^B4?U[?;S>[S>/^0I2[5!O:W>>;RYM+4>G+YX>UV`-YV,^V MJ\>[\]^\VV8X/;_\\OEP@/Z[7OW-IWVQ^1JOUM^][\72/Y8_<;YY$3^+O ML^>US(#8]>6?AZ\_UP_[[W?GP\G%>'HU]`;C\[.OJ]T^6,N?/3^[_[';;Y[_ MIY"G2ZDB`UU$?-5%O-'%X'KLC2>_4&6HJXS>J@Q^O8K8ZL,.B:_MM@PO1H/Q M]/I7]FBBJXBONLI@<'$]'H\FU]./'Y>IKB*^MMLR_O5M$;^3AST27]LJ?^/H MWN@JXFM;97`Q]:YNAK^P0YX(HHJ+3*2.PM]XDKQC[,0WQSH?SIO7!DY^T_[X MY->/K-=&SCO)W-\XMN(W2Q^6M]3]C5\CKTV==Q*8P2__-GIM8.0W^NA\?&LN MU0!Q&%@6R_WRR^?MYN>9&*W%,[5[7%XR`CQKI[R7^3_NY< M0#%\[$3K'U\\;^1]OOQ##%OW&LUZD"GFK9!#EZR[L!M\NR&P&T+5(/Y^VY31 MV.PG:DW;3VPW)'9#:C=DJN'Z,#;*;BWE7#"VRZ)+IC5G%5T1L[?&H6T4"%&%7 MB!"-S(ZB+K(ZBKOB9G!M5DFZQJJ2=D6G2M8U5I4<1=$58J>MS2V[R.JH0E%W M1;>CIHO>.C+R)P;3OOS)9B-_=L/<;EC8#;YJ.(V2V-"WS3@,#$$O&IK/TIH+8;FK;AG3+&\1?7.*?'OSW/R&;QZN%D MN/>\\969O9E"HK?C.<&*\!S%`H6/(D`1HHA0Q"@2%"F*#$6.HD!1HJA0U"@: MES!"*"Z5^T(HF^_.Q2GKF"\10ONB4Z')X9IT-!V-K@Y_S*3.%7(D=8'"1Q&@ M"%%$2JC=&8QN>G4UM7+3*'I(92?QEYO)I5Q91*%CR)`$:*(E-![XXG) M/_G'//0Q5DE0I"@R%+D2>EL'D[YM+;!*B:(R^O&&??W46*5Q"2.,XI5W7QAE M,UE7R3"%U2$:3F]YMG2OD2B,*'T6`(D01*:%V9S"Z[H\CEDE0I"@R%+D2 M:F,]<7KJRTF!94H4U6E'T^&TKY\:JS0N8>113#SVY5$VFWD<7]EQ5*;]#=4C MN3F:S)49'<9/:Z19M(^]71585YT^B@!%B")"$:-(4*0H,A0YB@)%B:)"4:-H M7,+(GYR[/@W@X77C\.KXNO'PN)E$<>UHS37-M-)#X]2[Z?NUF6OE&AN9^$P" M)B&3B$G,)&&2,LF8Y$P*)B63BDG-I'$2,Z)R:M>>8S^-J)KZM5[>6#/9,[FX M(H94'=')Y+H_HDKU#YBZA"._/I.`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`IF51,:B:-DYAIE"LI?6E4 M*RQ6&NU;A`>X#C-GLF#B,PF8A$PB)C&3A$G*)&.2,RF8E)JHBPMOW#^L5%RH M9M(8?4VO[3N`S'#*-963<'8N.]6:BQ52^Y:C@5+MB4.\_XYU^I]KX3C]+YCX M3`(F(9.(2]H%:>+'B:<_) M:]7&\^IB:(FY%LYXXAJ/SU4")B&3B$G,)&&2,LF8Y$P*)B63BDG-I'$2,Y[O MK!2)"^B>ET36-.9,*WU.Z+V971-G+E5?#N)SE8!)R"1B$C-)F*1,,B8YDX)) MR:1B4C-IG,3(I?BO%=UA\^2M)`Z/=UZRVTM$6CF2-6>R8.(S"9B$3"(F,9-$ MD[?3B;T(G'*1C$G.I&!2,JF8U$P:)S'C^NQ[TCP^^^[HZ8!)JHK=1O!%=W^`><:&82<(D99(QR9D43$HF%9.: M2>,D9AQ%X#H7F2+-[;314#[>&2WM=4NMG*.E*N0@"Z[B,PF8A)JHB/;_+Y&( MR\1,$B8IDXQ)SJ1@4C*IF-1,&BM2%[`5,K1_KF3!9,?"8!DU`3 M=T!QG2KFGA(F*9.,27C]@@Z[9S9E7(&%,EB MB,1G$C`)-7$'%#$B8IDXQ)SJ1@4C*IF-1,&B\6,1DP<1G$C`)-7$'%'T[Q]FJF5H[A<Q(W&K7C'\VY[Z=V*MS7OML\&M[.^^O/![;RO M?3&X%6_5*^I<'C=(?)3%Z_+;*E]NOZU?=F=/JT>Q*U<7\B,-MNI3+]0_]IO7 MPSO8?]WLQ8=8'+[]+CZ=9"7>V_?J0N#'S6;?_D-V7-0#``#0#0``&0```'AL+W=O/M$=:K<['M0D&K"9Q M9)O2_OL=VR&UG9`#%RW)O!D_'L],AM67][*(WJB0C%<9PJ,$1;3*^9Y5QPS] M^/[R\(@BJ4BU)P6O:(8^J$1?UG_^L;IP\2I/E*H(/%0R0R>EZF4EX15R'I8BGM\\,.!Y?29Y^>25LHZ M$;0@"OCEB=7RZJW,[W%7$O%ZKA]R7M;@8L<*ICZ,4Q25^?+KL>*"[`K8]SN> MDOSJVUQTW)\B!%JO]@QVH,,>"7K(T!->;O$"Q>N5 M"=!/1B_2^1[)$[_\)=C^'U91B#:>O6OIUKV_!PW'GZ1=S`O^*:$\/ MY%RH__CE;\J.)P7'/=./Y+R`E>!O5#*=`[!U\F[^7]A>G3(TF8]F:3+!XQF* M=E2J%Z:?15%^EHJ7OZP(-ZZLDW'C9`*8C7U\KY/8`IF-/!-%UBO!+Q%D!RPI M:Z)S#2_!<;.#!J/=$X0VU^HG+<\0Y"_02KC[ML8XG:[B-XA2WH@V/2)?L;TJ M='`!I*6!+3HTUT7U7;VHCJNFV-@;X*2E&`<+=!633XFW)&S:6=($8)*T^]56 M."QG)=COS%]L8T531S3W%=LAA4<#3D*:Z:RET=8,P=[:?0--L-;&BN;FK&B(9DCAT6#HZ6%L MG'0QYB`XW8IJ5/:XNF=A$\<7#=<4UOWO]HD9)/,UP76'= M,@,F-U*VHP:])ZPLXR1#_:5UP^B?E^Z4`863R]@VTH`BS.9&U917VA\9Z^G6 MF?I0NET.0-ENZD,]!HUE@ZUJ**L')3[1<%>&&>2.,FM4@T364;_$)QKNR[BW M,0=-9M.H;J3/':T9#_=F8_Y]8;FM%_=GCY6$H'Y$>MJR6U`]?1FGG8*Z]ET] M:@4IM<7]1I]BN!_#=-QY.^"T4U!696>*&Q%Q)9^@EL4.T';N+*DXTBTM"AGE M_%S!"V<,+^+V;CNX/XWUO!?P&4R2B%S MA9W([87BM9EV=US!@&V^GN"7$X5Y,AF!^,"YNE[H!=K?8NO_`0``__\#`%!+ M`P04``8`"````"$`NFP7"#H#``"["0``&0```'AL+W=OPK4MW&0T)\TILO_\?KS; MV!87J,E111L'SY_V%\J>>(FQL$"AX9%="M'N'(=G):X17]`6-X`4 ME-5(P",[.;QE&.7=I+IR?-==.34BC:T4=NPC&K0H2(93FIUKW`@EPG"%!/CG M)6GYH%9G'Y&K$7LZMW<9K5N0.)**B-=.U+;J;/?MU%"&CA74_>(M439H=P\S M^9IDC'):B`7(.S';@=^,BO'!3I7XA>]?,7D M5`K8[E!.R6@%*\&G51-Y!J!T]-)]7T@NRL@.5HMP[0:>']K6$7/Q2.1IOC2N6#NA-?^LW_9YB;@DL#3`?PIC?9!XUWS^3.2'1V9XR48D5Z^SRI\WB3D;['T,[D M=NYW&8YW7*)ZIG!WS%05:3B3QLU*IJCO&FBJH>$U"$PWUS%>EAJZNRLJ=ZJ&J\]28G7""JXI;&3TW\";P(,1Q5/7N M6/;NKON.`'34%IWP#\1.I.%6A0N8ZB[6<%>9:K[J0="V:PY'*J"7=C]+^).$ MH<^X"R`7E(KA0;;W\6_7X3\```#__P,`4$L#!!0`!@`(````(0!.Y:AOK`(` M`+T&```9````>&PO=V]R:W-H965TF$MNC4*JAJK;I$V:IEV>'6/`*L;(=IKVW^_83@D0M/4EP>=\_KYSX["] M>Q%U\,R4YK))430+4<`:*G/>E"GZ]?/Q9HT";4B3DUHV+$6O3*.[W<B9;UH"GD$H0`T=58MTJ1G)W2=0X#L,E%H0W MR#-LU'LX9%%PRAXD/0K6&$^B6$T,Q*\KWNHW-D'?0R>(>CJV-U2*%B@.O.;F MU9&B0-#-E[*1BAQJR/LEFA/ZQNT.5_2"4R6U+,P,Z+`/]#KG6WR+@6FWS3ED M8,L>*%:DZ#[:9"N$=UM7G]^"["G)6D&-M?LC39\;+RD"W%_8*E34HP6\@N!T!R)R\N/\3STV5 MHF2)@@/3YI';.RB@1VVD^..=T9G"7X[/EQ,([^R/9_%Z$2V6\>)_+-A'XC)X M((;LMDJ>`I@*T-0ML3,6;1*H'+7&>VMU/HA*@_5Y%X7Q[18_0Q7H&;3W()CA M#A0/$=DU(KE`,$30A0')381AK>,P5D.-O<>L7:EL[%G/,)"`NDU(6"NTH9=$ MDH0C"8^9]S#+(2+[%V(0!)!,!&&M*8+`NTI&X544'K3TW9B/FI$-O*NHBV^@ M#F,RH6ZM5^H7!C<1>P^:._7XTD3GS/K.9#VM#8,^H6VM0^UDW&`/\,/1K;N_3E(`VO%/5;PF6#PGH0S`!=2FK>#W7#=AV?W%P``__\#`%!+ M`P04``8`"````"$`LH)*R&4%``#@&```&0```'AL+W=OQ_.H3(LJQ`C+>DP,<3@4 M6?Y59*]E7K48I,[/:0O\FU-Q:;IH938F7)G6+Z^73YDH+Q#BN3@7[2\5-`S* M;/GM6(DZ?3[#?;^S:9IUL=4'*WQ99+5HQ*&=0+@(B=KW_!@]1A!IL]H7<`=2 M]J#.#^OP"UONIG$8;59*H!]%?FT&[X/F)*Y_U,7^KZ+*06W(D\S`LQ`O$OIM M+X?@XLBZ^DEEX.\ZV.>']/7<_B.N?^;%\=1"NF?RDDR<825X#OJN M_E^+?7M:A\E\,EO$">.S,'C.F_:ID->&0?;:M*+\B2"F0V$0KH,D0%//\PE_ MF+'9_'Z4"!FI._F:MNEF58MK`.4!:S:75!8;6R8@828'O\A1-0>L&AA]V["8 M):OH#=3(-&AK@SA%[&Q$"0TS!S)69..5;H(\N8((2/H M,+#T@2RFK:AIBQ`S]-$H9.361T/&,/K`;]$I[W@+0Q0R^#C*6/)W?RDW=V#9V.L14 M[1NW2;HZ]>%NC?9=1X^UE<3DNLV098;EJ@9'UR?VNJZ:MIC'E MT2B?/%X(J1I.7=CO(S0H-T0RLAOOMQIOJ:Q:)1[.>PI#4%? M86;)4TK2%6_[05=#',W2V`]RFD-94!V.I";+2T.M^_R M4;ZK4>YE='$,;?=.G5+7M9H93=.H5_-)@/NL55/R0:@XU'TM1NBO1KJL#D*4 M5R0?A#"")Q%7'ZEALX^L&M8H7:!PIB3_Z)?B'<68#R^4"S7?SE<2]$I#%:-" MMQKE4\4+H4RHZ?9,7&9KJX(HORH$XU=%NN'-;57-#!YG$SEM9HJ;#Y`:Y54' M`[DA5!W`F(P@S;U*0NZTZS_;L3XG;BM6P53'F'JE1[B_@'TQ2 M!:C[]M7A=TS%1 MPV9&+$TT"D\,W9H0B%L3/*/&D]U+>LR_I_6QJ)K@G!^@)./)`DJ\QA-J_-"* MBSK@?18M'#BKMR?X)2&'T]]X`N"#$&WW09Z!][]-;/X'``#__P,`4$L#!!0` M!@`(````(0`TLXU0Z00``)@5```9````>&PO=V]R:W-H965T&\L;K)>;5QR<1W'59E_)!7IXW[S]_/ M7Y:NT[1I=4@+7K&-^X,U[M?MK[^LK[Q^:V[;R\KSFNS,RK29 M\`NKX,J1UV7:PL_ZY#67FJ4'>5-9>('OS[TRS2L7+:SJS]C@QV.>,A^)],TN]F6/P;FRSRK><./[03,>>CH4'/D11Y8VJX/.2@087=J=MRX3V25 M!('K;=:,[_^5N>'[WG%(-J0)Y&!/>X^UEF MX,_:.;!C^EJT?_'K[RP_G5M(]TSVB$J M06^$2*QX=/(PX('SO0)(S8."FZ-B5#AZNWV'`X]>1<%2?68\9`*5H$,BU)!D MB"RBWHKB.93#B.=B%&KU(7Q1<#<@8[%#!@JB#_&\?X0D8BM!K41B(A0AX,B( M$#&Z<2$00-2+SZJ"EZYJ-ZQ*BN1ZOC M'3(F/5:"6HG$1"A"%J-"Q*AMLB!C$F(EJ)5(3(0B1&Q$[BON;;T2HWI&[BG% M68^,>;(@8Q!+K41B(A0IT:@4,:I+T2<+,BCEHZD0(V328B42$Z%H(;`3&/ M-C]V!"&C&BM"[582(Z+*$3WVGJ1>#K9>2\TA9)1C12C\J1&1,UA)C(@J1_39 MNYQ!S6$;MM2HZH23?>NJD\2]F)5S>!?BJEA M=VJL""56)#$BJAS1>$?D8#^VU)RI:7=RK`@E5B0Q(JHAH""GN%`RS+VAMWR'VI"_3V:CS_:'\`]R?,W;3R&@SEYN.7U%^"X[)*>V!]I?/:,0:L M8!O93FC__8YQ0E,%:;T!_'+.4`?YVUJT M]D*3[",X247=C]X08O!3/: MZM)%@",AT=N:EV1)@)2O"P$5^+8CP\L,;^+5-L4D7_?]^2-X9Z^>D:UU]]6( MXKM0')H-8_(#V&M]\*9/A9?`F=QX[_H!_#"HX"4]-NZG[KYQ4=4.IMW'8[J! M2'!%4O@5@,KI2W_O1.'J#$^G4;)(XW2>I!CMN74[X9TQ8D?KM/P;K&(??J`D M9PKS3#L M*61E03WERV2Z)B?H!CO;;(,-7`>;>+`@0!]"0,(C(;SJ0_@2?$*YYRV0V3IR-$KT*H[HJ<)FD`R`D'6S@.C1A/EB\:P+,>:0)7LTP M5#ZX+Y,W0`@1;&;]%-YF$.!A-\-`)3<5_\*;QB*FCPJ(,?@,ZO!);*;]5@\O M8%-;6O%G:BJA+&IX":Z3Z![BFK#4X>!TVZ_+7CM8T?ZQAG\/A]E-(C`NM7:7 M@_]LAK]9_@\``/__`P!02P,$%``&``@````A`,22H@V""```'2<``!D```!X M;"]W;W)K&ULG)I;<^(Z%H7?IVK^`\5[`C:WA$IR MJ@'?;U-3E^='H?.[7@X*$^[ZF5_>GL<_OM?_LW=<%!?MJ>7[:$ZE8_#/\MZ^,?3 MW__V\%F=O]?O97D9D,*I?AR^7RX?R]&HWKV7QVU]6WV4)SKR6IV/VPO]>WX; MU1_GAP<-PMH[=3==X^'^BZ?SG3 M[4YI-_^`_'&_.U=U]7JY);E1VU"\YOO1_8B4GAY>]G0%PO;!N7Q]''YSEH7K M#D=/#XU!_]F7G[7Q?5"_5Y_!>?^2[D\EN4UU$A5XKJKO(C1Z$8B21Y#M-Q7X MQWGP4KYN?QPN_ZP^PW+_]GZA..YL.'@NZXN_%[G#P>Y'?:F._VV#'"G5BDRD"'W^_R)TNJ8E]*E$ M;J?N;''7M.2+L\]E(GW*Q,67K:4^WIR(/G_O1/%@,,"(3.V.&L\F2E@+;:M8U>JPB5LN'`X\#G(.`@Y"#B(.8@ MX2#E(.,@YZ`P@&4CS5A@XV3<]4=QF&9$HS_>31:V32L90V?H.NW<#EEW(9V5 M0#P@/I``2`@D`A(#28"D0#(@.9#")):M-.&`K6+\MU,'CGL13W,$?70>WKNL M/Z[:H,E71GAP+:%DCC4ZW5SIF.[.6L=I9JS0>0A\A$%B$)$$:(848(H190A MRA$5%K+,I%+UF2FP;:8DS$S^2ZZC.C,1>8A\1`&B$%&$*$:4($H198AR1(6% M+#/%8LRX>U*#6V#;3$F8F6S^7.NHSDQ$'B(?48`H1!0ABA$EB%)$&:(<46$A MRTRZ:>\S4V#;3$F,F1+(!H@'Q`<2``F!1$!B(`F0%$@&)`=2F,3RRJ'U9I]9 M#;?=4LBP"]$&D2?1G"9F8S:=V+.IKZ-4GPU0*T04(8H1)8A21!FB'%%A(=M. M<1/?,Y#%LI!U/H5,.V641AN,\B1B=DZYG:T616D[03Y$^0A1C"A!E"+*$.42 ML=;/[-87.HI:;SLL[N_['&[O^^G&4EWO2JRCA>G:@C6B#2)/(M9&=JOOZRAU MQ@"U0AUE=GZVLHATE-**42O14:;6G>U=JJ.45H9:N8XRM5@O*G04:=EU$"L" MHPYRP7\K]D)1S9PLZ"M3A&X>0JX=06OG'X%F&&ROE5RH6M/%GHV=TNK5@`&:7M MZBD71F8])3+KV2)63_9CMW$@T4/D2R2+QTH;8$*(*+(UV&068T*"*+4U;MC% M9)B1(RIL$:UA>R_62WW>RW64Z7V+[%G*9=UP[711>I:26KIHGHRB#J*B?$0! MHA!1A"A&E"!*$66(=G1W7OV*QF@<'B5<"2CI+"S8#]B,0HG5PFGMO"-`QM7J)Q?I5S8 MRN:,;9=6K.^,TG:SE%SWF?4TEX+-,Y.UTR)63STHY9,52/1DHE%B7R+I,;LU M#3`A1!39&C!+03L2U$BUAG';,F9=*?K##1ZTO$R4I&R?X^6?!;*A0.KQ*.;&%GSKI' MC,+)5<*I+7SC3ME:-$/E_"KEPE8V)VZ[M'^Q@J>7)/CB0R&SGFT4JR>?K##1 M0^1+)(O'^D2`"2&BZ$N-&!,21*G6^&JRPL0:9'9S59TB/)'OTIZ?H7V8I=AEP2.TJT+7T7=DY4S(K+XFT\8%M:#O"&U"4`OZCM"& M`K6@[PAM#E`+^HZDLR4]&L,VK^9+>LK3PQ=+>F#1P^^6M/>.G+9YZ3KZBDX[ MEG2DK[RT&TBM;8Z,NLK3.TL?V[&PO=V]R:W-H965T*\+Q\/ MY^?[_G__X_^QZ/>NU>[\N#N6Y^*^_T]Q[?_Y\/MO=^_EY=OUI2BJ'BFV_OAQ>KTKMM+]%[K2[?'M[_6-? MGEY)XNOA>*C^J47[O=-^%3V?R\ONZY'Z_<.9[/9*N_X#Y$^'_:6\ED_5@.2& M34.QS\OA/!^J!L+UW*9[N^U^<5>Y.^\.'N]J@_QV*]ZOQO7=]*=^# MR^$Q/9P+0C9?CT"?UUZC\73[NU8_5V^A\7A^:6B MX:[/MR^/=";ZOW M_NU:E:?_-T&..'LKXDH1^I0BSG+@3$:S7]"82`WZ5`WY])S4NKKA]"GCYX/% M=#J9+>:$/FGL7";2ISK1P%U,G6G=VD\2Z=JHSTB?,G'1=O*3-(<&K[%8C**T M[[:F.NWHT!>9.KWIG&-U3OHB$]W;>NFH@1!?VG-^YNRPF5+U5/1VU>[A[E*^ M]^CZID9?7W=BM7!60DU.0CDX[;2DJV,OPK^(^/L^V4L3[DKT^\/26=X-O],\ MW\N8-<8X=L1&18@)*F0]#K8<^!P$'(0<1!S$'"0&*DL6"N@G769:RI"I7@<;#GP.0@X"#F(.(@Y2#A(.<@XR`U@N493'UP; MC]K9)@[3:F?,MH4[MEU9RQ@Z0SLE9W;(I@UIG0.R!>(#"8"$0"(@,9`$2`HD M`Y*;Q#*1+ELPD6XD'U[#(IZN=_IH'5NZ(]NS=1,T_LS6-J2U%<@6B`\D`!(" MB8#$0!(@*9`,2&X2RU9RL,/6@;AU52^'_;=U6=]TU94@M;*M=1)&6Y3?NE7YFR(MP>!4F,40#B-82FK+C[NR.'+YTW3!FDZK>2VP M[:@DAJ-`/$FL>;UPV;9JJZ-4AWQ$`:(0480H1I0@2A%EB'(+63-TV>V;P+9O M#1F34GNI+]@]:B.SM+=>1Y:[Y$;*M-&\GL'.U&$7F`^ZP2VZ81,T$=N7[P^S M)5N7(E"-;U%-9)IJ[6C*7$A!-[M%-V>Z8W?2+C/6B(G:J&NJU]P>,XGL01NS M]FY4HC%LB+82*3>G[)[H8TJ`*+15G#E3B3`E1I38*E2(MD[5U4N**1FBW%:9 M./IF8_LM*@RC)%-+BR@TV34BD>7W4@]CW;B-RC/MEE(:;664M-M=,!4?50)$ MH:TR9R,?84:,*+%%)GS^I)B2(E"WX]MMT5ETN5V4['0)EDMMFNG0;;; M;.G8R"#Y'*>I;:64Z7:#I-O.'-R&E`"%0XFDRE3/IWK@(\R($26VB+D*R+D- M3Z`8S9FKIQ9*+VUD.TE4@:-1KP&M*7 M`:[;CG:`*.0R([8.1)@3(TJXC+L86?_8?BI%B0Q1SE7UE+)'0)0[72/0E$'6 M",C*R!X!_E!"E)%B63)'`-!61ND18#*^#+!&H)$Q4,AE<`0@)T;EA,O\=`1` M-4/5G*M^-`*B5NH:@::&(A6]XDBDO=V(NI[;#6B+43ZB`%&(*$(4(TH0I8@R M1+F%[*DJZAS#*/EL\L,"W)%UD6F@1*:!@#R9^),B7$>I\?$1!8A"1!&B&%&" M*$64(8Y$5NV"-;D1IMV3J495;H09VWXH MRXTPI18IIM5BA:RV+5R]$ZCO<(D1IM12Q;1:IA!38QN`W`@C-=M\4189YO]T M0HMXML.6R!P40)[3(%VBL]5VJP-4CWV)Z')4*-!1LCIF,J$.4#D1RL0ZJELF MT0%*)D693$=UR^0Z@&1LXT6M8QC?SGI9`YFS7B)MP\8!Y"G$Y@(O-(TPU3._ M@P4=+.Q@40>+.UC2P=(.EG6PW&:6C>X'E6#-[7DJD;57AO)=Y6FOO:X\+.!5 MHJJ)YS-V%?HJ0DL'-TF',DIN5!;\X6*$PO%-PHE*5&T>\5HT51&ZS=E-TKE* M5-+.7%^H]@!^4%JZ6%I*9`\@+\4V*E$WV4.TE4AZ.EOHUM4+L(\I`:+05G'' M;!F/,"5&E-@JXSE323$E0Y0SE=D'6SW:NG:N.S5G%TQ39EE^0RFO\DR[H3S; MRBAI]P1*>50)$(6VBLOOFA&FQ(B2GZBDF)(ARFV5J?'$V9[>'U27+E:7$MEV MLT5DH_),NZ'>W,HH:?=XJN>"G-V0$J!P:*NX?,L384J,*+%5''A0A2D9HMQ6 M&1L3R+9;5$4==U6WJ9;,0D8BR^X%%/,JT?1;:FFTE5'2[]&`R_@R@":-NND& MB$(NPQ:E"%-B1`E7,1[J-8]/,"=#E'.9L9Y$MN6BU.NR7):`QD9&O-9#FT=F M.>OE1D89NSX/T5:B3RQO3F99#BCD,JPQD3QNJ,2($JZ"EL.9,Y01;W8)?W2? M]&.7QO+FO:WF99E3<7DN-L7Q>.WMR[.T M'U^)+3<>H2WV2NRB\0CMFE=B8XQ':".\$GM=/$+;4CJR[#A"K[)]J2\'UK(U MO>)6OR;&N4NOOG7HK,@T!S_QE0OKU-@#K7Q6/J6A?/J&,U'[8VT3N#K[OG(MM=G@_G:^]8/-%$'=7/ M2R[-ZX7-'U7Y2IL/>G.PK.AMP?KK"[T&6M`;"J,!719/95FI/ZACP_;%TH=_ M`0``__\#`%!+`P04``8`"````"$`/6O%[>X&``#R+0``&0```'AL+W=O?)/@=1(YY]M`+6?__@7'S1VFF;I;F3Y?WZO#QMW=.% M-?'N')W@;]BHDCMM:YV/L^M9[T>VW7_4LK45;8<_4LV?G*WG^NX^R+/F"E%' MT]NL%;0":^GM=>>P+>##GO/L?5WY3ZUMU))2>'L-!VCIV%]^[.^^!]Y=]Q>GG1T/L84+J:6-<`^,O=S.WEN?QV#J?K5MY^,0L-U= MX8MLW2-;$_LW=W+X'&";;OT)__]R=L&AKI2J^FHD:>KXWP1:ZM/%?SY>?*RX\,S12B+H6;HEN!]?;JN5\Y-C_8 M2OV+Q6>;6N--7S?BVI/;9K'1W7+^'_?A4JS#/HO^?M/*ZFOA-QNG[=4T(L.F M>3LZ4EQ_)2=!($ZU<2IIFVI3(V.IIHI4KR69:]TPU:8Q[YB5I MS+0AO6FG!>UP)TU>M.1ZNFFBE3@S=*&[H)YFM`>+](DM0N6=TR%3+U5VM#>K#'92$FB+DO) MNA1';A[F]2B.#0T1^#Z<:&4RDLT,1L]@6AF,D<&8&4P[@^ED,-T,II?!]#.8 M008SO&,JY`0PRF#&&I$0V,:6!"`U,:F-'`G`86-+"D@94(2`9A?"_`TK28R#QN1D543 M%#H4+2@,*$PA^),PLC/;(O=]W"!GX0X472AZ4/2A&$`QA&($Q1B*"113*&90 MS*%80+&$8@7%&HJ-3"1JCK]3H(]Q8S7'T[3FR"5\(S*RFH-"AZ(%A0&%*43X M]#EYD]$6N<V[?DP^'O8-+%I(=)'Y,!)D-,1IB,,9E@,L5D MALDRLG*, MWMHFRY'<]S38%X/\!D]:CI#HN)46)@8FYI5HX;WF4S%?)-?>;=Q&!Y,N)CU, M^I@,,!EB,L)DC,D$DRDFLRMYN(?FN(T%)DM,5IBL,>&?U#XND*@>HT]FH^], M3[;W83?MX]'/;=W/,WN%QI^+W*+1I[H-M<8^[V0O_4G<5&OL<\MT?*C6V.>1 MZ?B,?_++XX5;0^Q#W(OU80\L[\,Y^[FCO6==*.9?V$M!+_IF-_H1N)?P:\5W M-V"?X(9_'MBWU3;[-K689WCONH'XP5=P^UK[[7\```#__P,`4$L#!!0`!@`( M````(0!7P2_^6`0``(01```9````>&PO=V]R:W-H965T2B\AC-9%74<#, M299Y7,%E>?;4M13QL5Z49YX_G2Z]/$X+UUC8E)^Q(4^G-!%<)K=<%)4Q4HHL MKH!?7=*K>EC+D\^8R^/R[7;]DLC\"B8.:996/VNCKI,GFV_G0I;Q(0._/]@\ M3AZVZXN!^3Q-2JGDJ9J`.<^`#GT.O,`#2_OM,04/=-B=4IQV[@O;<)^YWGY; M!^A'*NZJ]]M1%WG_K4R/?Z2%@&C#/ND=.$CYIJ7?CGH(%GN#U:_U#OQ5.D=Q MBF]9];>\_R[2\Z6"[5[H)8G,X$[PZ>2IS@%P/?ZHO^_IL;KLW-ERLEA-9\Q? MN,Y!J.HUU6M=)[FI2N;_&E&-WAKQ&R-SP&SF_8F_7K#%\.I`?<4UUCG6QL`Y8;%QJ.UBF(;:+5+UJ^&_``K*4#GWMT#P@]JB$>RT,S`$9:*I_<<:B8$0D?2E9! M:P51S9Y2Z5%$90;Z5,%RV5JL'8\^H>%V#2*#'7P2+ST**=AT8#GVT( M*>JH@ML4"!.2OH=9)]U\T>:8GMVYL!TM2K!M9"CS#T0N-!@//L28::BBP38&``RNPGJ7`M$X:#08F M.-%00Q3@1MM'4PSA? M@W5GPE1;9D36:(Y*N-4*9M6=Q!)-TVA0--<9LW:AA'95P9I-@ M5MU,.M;!,V9Z#8XOZ5@A,R+F!^8IF_A$$0T5N.GQ1M!/K"YG,+!N)A9@TVLP M,.UJS-:0FB"/2KC5"F+VG[>U>IB4B4'1;43/(V-8QR7<*L&L]K;F/VEK:[+= M82.R,AL[71:1R#+E)/)6P&NY#\G8CK:'[9>9 M/I*1\1`.X?5!UFLGX&A\C<_BS[@\IX5R,G$"D]/)"@I@:4[1YJ*2U_J`>I`5 M'(KKGQ?XMT/`B7$Z`?%)RNIQ`3?VVO]/]O\!``#__P,`4$L#!!0`!@`(```` M(0`9,"$E8`,``'P+```9````>&PO=V]R:W-H965TM MBVVMAC/J)",EQ$*9P'R:!GSA)7'"/W^]72S09Y4I$Q(SDL: MH3?<%BP25/U0SH M?+O1?L[8QSXP[7<)@PRT[9Z@:83NP^W#/$#^?F<,^L/H63J_/9GQ\V?!DF^L MI.`VG),^@0/GSQKZ-=$A6.SW5C^9$_@AO(2FY)2KG_S\A;)CIN"XEWI)S'-0 M@D^O8+H&('7R:K[/+%%9A!:KV7(=+,+Y$GD'*M43TVN1%Y^DXL5?"PIK*DLR MKTG@NR8)5[/;^7*]F<#BVQV93!Z)(ON=X& MQAI]K^$1@@*&[4J(ONSQ9K7S7\"EN,8\6`Q\-IBP0?@@VVB#GJ-]D=!1+:%M MU)H/-N#RS8?Y%H-\.AHA(&FV@S?KAL!*6,RM@WE/JK5E@#A;-G8M@L8=_1;. MUJ'!FTU'RF(F2$%E.%(7=W2TFPWN2%B,*X%QT&!:^:P&172T(X+?S]!:9C&N MR(AEZY9$US+]]IIE%C-!2C?6]V*^6*:CG6PV7*3*\*"(CG9$\*+Q MW%IF,:[(B&4AM"(GD:YGYO4UTVK0%#5]8?NVA?8>MR].U[<:Y*I@?-ODW:JU M4%_D`1U[OULZ>-E06.O,V@BY.F/>M;M`SSM[U?]_1T,+FJ(&F*&<=+A3#KV: M"RW(5<%X+*MV-^AE-=`6<+?)P5^3WI2K-Z;6;@L]-7OWKW@XN4&$[0YQN;8F M?-7#?F\8K[]V>^AE-=`G<+=[A_U&,>9ANT_TU&PSN.+AY(X!8\Y0'9KP-0]K MD%L7_3JT0Y`='0HJCO03S7/IQ?Q4FLEEOVNBS?!U/S?C4_,"1J**'.EW(HZL ME%Y.4U@:S-90E\).3_9!\N8!@R/S.8J])YP8P36N_<8.:[#JXS MFI/ZN'/__'ZZNW<=+E"=HY+6>.>^8>X^[#]_VEXH>^8GC(4###7?N2R$*\1GM,$US!2454C`*SMZO&$8Y6I157JA[Z^\"I':U0P;]A$.6A0DPRG- MSA6NA29AN$0"]/,3:7C'5F4?H:L0>SXW=QFM&J`XD)*(-T7J.E6V^7:L*4.' M$N)^#18HZ[C5RXB^(AFCG!9B!G2>%CJ..?(B#YCVVYQ`!-)VA^%BYSX&FS0( M76^_50;])?C"!_\=?J*7+XSDWTF-P6W(D\S`@=)G"?V6RR%8[(U6/ZD,_&1. MC@MT+L4O>OF*R?$D(-U+N22C)>P$3Z=.U_-EFM_'H1+ MUSE@+IZ(7.LZV9D+6OW3H*"ETB1A2[(`F>U\.`OOE\%R=9O%TXI4)"D2:+]E M].)`><">O$&RV((-,+8P$0D'4(Z)6G3P8`'PGIU$/-`72="CIHB`G]M;A&/,:&)2,:(N05)QY#U M-5A#Z-P0JFR<^[UKMI6)2&XBTBF$H1>V&1BK]*ZN M>N7LSH7H>RF![UM)C#5HI8I@82G5<_#L":Q8TBF$H10^D('2K@3DJ.EH.$B- M*JI88R9$)#<1Z13"D+DR9-H%(&='AEK5%FM0:ZAM=S*VG<;L8MZGP]"X M-C1V5LK1D;8K@_92@Z:\O(E(IQ"&3GD_7L^D3J<]8JX9'8JU=XA8U M5&M!DMN0=!)BBI6WPK@.`GU9#$_3<%0(+6A2J^:9@*23+*96>55`5E9D#V/W&W(C^J>ZE8]E*J&^HGH,-IT!'_0.Q(:NZ4N("E_FP-9R;3S9!^$;11M_6!"NAM MU-\3-*T8+GY_!N""4M&]R':K;X/W_P$``/__`P!02P,$%``&``@````A`#>W M6=_H`@``;0@``!D```!X;"]W;W)K&ULC%;;;J,P M$'U?:?\!^;T8R+512-4$=;?25EJM]O+L&`-6`2/;:=J_WS$.)!!$^I+`S/&9 M,Y>,LWYX+W+GC4G%11DBW_60PTHJ8EZF(?KS^^ENB1RE21F37)0L1!],H8?- MUR_KHY"O*F-,.\!0JA!E6EM#18X# MSYOC@O`268:5_`R'2!).623HH6"EMB22Y42#?I7Q2C5L!?T,74'DZZ&ZHZ*H M@&+/;_[4T(;[OKEBK[@5`HE$NT"';9"KW.^Q_<8 MF#;KF$,&INR.9$F('OU5M$1XLZ[K\Y>SH[IX=E0FCM\DCW_PDD&QH4VF`7LA M7@WT.38F.(RO3C_5#?@IG9@EY)#K7^+XG?$TT]#MF3E"10Z1X-,IN!D!R)R\ MU]]''NLL1).Y.UMX$S^8(6?/E'[BYBQRZ$%I4?RS(/]$94F"$\D49)[\@1LL M9_YL?IL%6T5U)A'19+.6XNC`=$!,51$S:_X*F$\IG'2T24%IJ4$_&GB(8'Y! MK@+KV\;WO,4:OT&9Z`FT'0!U$;L&84IE>*,+`P9EK3Q(^D)>H\)8C8KF^-8: M@*25%?0B7B,F/4AT#5G[78H%DRG;L3Q7#A6'$GH8P(RUUO96>0S,[NG9MW#;U"L; MMPZX!"J2LA&PO=V]R:W-H965T@'VG#]I]$NFFV"P M,QK]V"[`=V%E-"?'4OW@I\^4'0H%JQWJ(2DOX4KP:55,WP)@3E[:[Q/+5!$C M?V:'D>MC+T36GDKUR/189*5'J7CUQT#X'&5"O',(C#B'X,#VYB$.9V^G.&9& MK4E"%%FO!#]9<'?`-65#]+V&EY"L%7P7*IGJS@?=VS+0+*'U>8U=[*V<9ZA* M>H8V8VA`;,>$/T"2,1(M^M?9C9%%,+\R#@A=K:!6':N+C6X%/61=;;Q%<`UH MC3>&"3K,K$]LWR22-XG=+:(G`I.=$-&M,8*0CLB_2A@1P\S:1?.CR&V/@4J7 M";QPBDD,&B8S,U#2W7<*#`'WT0Q*#P.>U M:H.EW=TB>B;PI$R8Z-:A">Y/8F.8GLE@GEN#!*WLH"^Y]/W?X1;1 MYZ#NVR[D+\+%I$T/PK/)YPGV(STCU+L;);#GF1=V0`_U&Q('5 MTBII#C>O:T>PRL)L..9$\:9]3^^Y@OVC_5G`_P(*+W'7!CCG7%U.])9V_:>Q M_@L``/__`P!02P,$%``&``@````A`/V/;O6+$@``Y)@``!D```!X;"]W;W)K M&ULG-W;G)S.N]>/^^>#Z_[^\E_]J?) M/S[^_6\??AR.OY\>]_OS3=/#Z^E^\G@^?[N[O3T]/.Y?=J?WAV_[U^:6+X?C MR^[<_//X]?;T[;C??>[N]/)\6TZGR]N7W=/K)/1P=_R9/@Y?OCP][,7AX?O+ M_O4<.CGNGW?G9ORGQZ=OI[ZWEX>?Z>YE=_S]^[=W#X>7;TT7GYZ>G\[_Z3J= MW+P\W-FOKX?C[M-S\WO_6`_N]I_^,T^/^;T^/AASX^ M??9/K_OF:#;S_LON^_/Y?P\_S/[I MZ^.YB7O1WN7A\-S\I.:_-R]/[6.@^=5W?W9__WCZ?'Z\G\R6[Q>KZ:PH%Y.; M3_O363VU]YW.UF^=?(7AK**O31___6A-.=2.+1_Z;#VCY;ZV_GS2#:6(\-:U_?"R*=?'A]H_F MX?,0T7:,-O.2FJHW[8.H[5GP!LD;%&_0O,'P!LL;7-\P&#\=6-V+?F!^T'#; M'+7+H6N.UO#0]4>H;6Z/4'__;=_P]B/YL1B+YJ`R)))H1@IU-IF MDAIOJ'B#X`V2-RC>H'F#X0V6-[C0,#P\FW)^^=6Z4Z?F=_*#!O++-_/9\)?O MSO;9]')RMS@6%@$)"H:#04!@H+!0.BAH* MGQ,DOV81'>;73SEM\_VD.0 MM$L8FR'K_K:KQ\KG!$FLV3D,$^-G7'LS/>.:F9^=WMN`O%,H4\0:L%'Q/)M;TV'6Q\^US;YE&N;*;S'_(2Q0[,HDEFYH2EF MZ=1K@N:+Y(/,$S0K^:.5!+JA@?*9MKUY%"S;BVX#RLVT4`@H)!0*"@V%@<)" MX8*(#_3T1%`/S;MBE@YRB,HE/WM)CD53GDB=F5T[2W"QIJ?"-J)<@I@(3"0F M"A.-B<'$8N(B"4F^*V)(;+*IF2IY3MT5@&=JRBN MM8?)+>9\(NWN?#_)'/0*$X&)Q$1AHC$QF%A,7"1]`,FM0TU1>F/@*1HMLO0D M;.L!@Y.0KXU%J!<,(]WPO6PTV41#-QDB<"\2$X6)QL1@8C%QD<1$%WPR#`4: M@I*;+T\([X6FV1S@89K]UK5HV^D"N>$[UV@R$568"$PD)@H3C8G!Q&+B(@DI M-IN83>KZHJ:JN59)*4_5;+0CHF&VE01^:LX7EY)<\S0+#[6YT!QM>W+UB.XA M6,6.,LD+3"0F"A.-B<'$8N(PJ3'QD<0'!\N)&]VB0N!=%1Y/>_&OH,-,T-VXAMBZ`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`O$A.%B<;$8&(Q<9&$ M67$^F_-I,;R>BZI-^G7YGJKYFK^HB,;)2CR7E3)5VEF_U6Z[`6UGL"I382(P MD9@H3#0F!A.+B8ND?TG-Z"TA,LJ=HF7W1Y8P5 M>2ZG9ZC)##>RS=/5_,6SW;WS%Y>8"$PD)@H3C8G!Q&+B,*DQ\5E"STI6W!GM M@$)U!NV`8`VGFD$B,)&8*$PT)@83BXG#I,;$9PE-\TK!9Y8H^(S?G!E59OJL M,!&82$P4)AH3@XG%Q$42=T#]>X#8JQMKJOIUE2E/U6S&7_I.XIRSRD\_Q7;M M?$,[>F5[5+DX,1&82$P4)AH3@XG%Q&%28^*SA*;(*CY\BIV'B@V88J/*IHE+ M/[@7B8G"1&-B,+&8.$QJ3'R6T#2O%'[FJ<+/Z"(SJFR*N/"#>Y&8*$PT)@83 MBXF+)$RQY6S%+PS#50E5Q3K];DRJYC/>%XVSK=TDZGCS4--ANUC^%$E4V3A# M1QDB<"\2$X6)QL1@8C%QF-28^"RA*3:'=YCB:(IM;X=/D1/83]3QHLJF"&M#`O"L+"SK5'!*!B<1$8:(Q,9A83%PD89[=C)Y%CCO9 M<&0BNK:1':)BUGQJ;/?G,F73,*^4?N:ITL_F[2U(W7BV465/R=!1A@CH7/">:)9M6291*%BT[:P6V^R(+Y-TF%^CRF89.LH0@7N1F"A, M-"8&$XN)PZ3&Q&<)39&5>T;S:ZC6@`WL(JA,5!4F`A.)B<)$8V(PL9@X3&I, M?);0-)L$DN=DV\[.R?'378N@LBE"(G`O$A.%B<;$8&(Q<9&$^;6<]^]5I3-: MS=0L78MEJO^@UDM?-,XK=9]%LN[#M[!1A6$74UZ5Z.;A*J),Y@(3B8DBHXD+ M"UL4-.[&8&(Q<60P5PY-35!ZQ)Z8R\?N7DF357XNFY]$Q:?D[X#>+F`YI\)$ M8"(Q49AH3`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`%)A(3A8G&Q&!B,7&1Q.NS]89_-T6XK"1J-AU][4&G/%'-2[;X^^=HG*SF M<[D6"24:ME;R-UXN82&GPD1@(C%1F&A,#"86$Q=)B'.S2GXK4,U0_'Q(NKI[ M@IIO`6;/;=(LVZI#:M\3JA$DRW+*/Z=@")B<)$8V(PL9@X M3&I,?);0%%FQAR^7JU#T`4RJ&R*D(@5)!(3A8G&Q&!B,7&1Q/FU3+Y`LJ9HRJ?.<&U)T'ST MGN MWQVQ2\889-;0'*]4?%:)BD\Y'>UY<,4G=I3-$?8B<2\*$XV)P<1BXC"I,?%9 M0E-DA9[1.AE*.6B=Q`6?%20"$XF)PD1C8C"QF#A,:DQ\EM`T6:FG2[-YK^;E M>B19\N%O:5_AD@\F`A.)B<)$8V(PL9BX2,($6EYY40A![S:\,A>GV7"$XU2\ MYBLOS905?BY9ACH-62]'7_V]@L6<"A.!B<1$8:(Q,9A83%PD(8"K7_W-5/I5 M79ZIT1M-2)KK*X6?KIWN9$>?I!Y-9D&L,!&82$P4)AH3@XG%Q%U(ZI/4&-\&(SRI\5=_1Y2-#I=X<"\2$X6)QL1@8C%QD?0!\(DP;%PI MBN;M11YA2J5H]!P8C;*MP`PN0?@RN0X5&C*UEE/^B01193,-'66(P+U(3!0F M&A.#B<7$11(SO?(Y/I=^$N>LOW(CS9`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`S\&E?7-KGA^6OZ2>[R9;KQ_L^0?\YM._7 MX-^+ZVOW_M?+X>GWP[EUV7;WR=^!+UWWU:._/?E#[N1U=/;G_@[\X[)X:I]W MWXZW?W;O?VL/+Z\W=[M+?\J^.[HKN9^+T\'7@)OZ[D?_]_OAZ?;ZL,RK55DG M>9J5R\67]GK[?/#G+A?[;]=;=_HO0"F&@B`9!G%_8Y"L6!5966_^GR@Y1BFF M*/F'HZQA7GT^[.ZV>[R_=.\+5V1.^?5MYTLV_>0B8R)P-F-JW!W:>_I7C_BU]TDKKHQ$!'M/GCK8(-@?C01OQ@A]US$` MI=D6.MEJ4V[#/YN_W+'::?@9:18QEC/;)`RZW89GD)ELQ9GXH]%,IO8#,P%H MF$FRRAG0<*!(Z@I*'WZRB=J(SZ<;242GSGR%_/>'N>R,]SJD!MUNQ[4)125I MF*M^IDUT2H4]!T^,3['1*7D1QJ73\4XTE5-OB$<&H:$O,>$M$"LJJ6&VG MRL4Y0!08=R;.QBT[/YW&J5;O2XI6L"VFE=UHDP(UW()DY?8E65BPT\51/)P0 M+G.^?#&FC-`I>*=2I@!&QJ;`^V,*U#2%J/J1D`7UT[(J0C6[,)IF/\Q[>L9[ M90J4HJB91ZR*4-'>L%BB@YV)V_S&72:;EGR?(X-4!>V2MQ@ZRI:Z):-!(Z`J MO4TQE>'J`Q=CY<"JSZ2#U_GM:GM25$)[L54LBN9=/`X MK_(N9RVDH<,I[ZPWS1Y].$8?T@I2AI MYA&K(E2L;F:99&:\$@U2L%_.RBKQ?DLW4@TRRL2LBE#5[I8']<`M.//#?&?! M/[(9I$!U6;KG*[%H"*2*UA`J6C>R3#*RG!L94B#ZKMX4J:`:(JFJ-82J=F&T M5/OA*-6LHYH,J$%UNA5$`^)^_O03($:1$2I:L++`)/R#F5@TMS*DL*I=64M5 M#9&0$2O?8IR/R!:\+6C&&;B6NW5CBM(LY]Z&E'PYV)_-(U9%:*X%JZN"!S"2 MU05NA&T/*/R4E:TRUL2;;/#":>YLXE9%J&3=]#+)]')N>DBAY&J5T\]PO/T- M%JGHUQ"JG]IAW_[".I%LD6]XC?M(ZQ?!F/**+=H&`:60K(H0R6[U16TDD-P/ M\S92,`\Q2*'D=+7E6PT$-,DJ0B4+UAA*EJRQ8)LTDP,U99DU](8#O/(M`O*< MJ&#=%7/)%0N60H,4[.6@5+@LF!"K/)D&8>L2I"Q>J6ETN6%S\/!TH5/8M8O)8*"P(H^5:BZ%G$XK7D*$1T0=UMR'!_.&H(;,D;I,++I$G)-T`"-=WN M?DI61:A>:FVC7M'2F!)3`!7J94J:><2J"!4KV%K@PP78&JV(:%>,E"H:`BF( M5:-0T8*UN:W'F&G1VK@7%T"A%[.Z:<;1R1[9?;`J0O6Z:0>6QJVX\,-1)7,K M1BK,H/OZFF\A!"K2#9<+`TT(U2V;G:N/6&_)-V=(R9>!-C&/6!6A8G6S*SYD M=DBIHN?-3HU"1MU!GDO)`$NV.3-(05NN>3&3T>!;#*AC.CIM MMJA*ZGB#:922TY7L,X)!*LPJRU)OYKI4ZK\,@8(5D+5BY<34:H7&IS8V[!E6@3X_M<4P*% M`W5&S%[K(I@1IRN_'?(?!"T(P+,ZLA-+." MMX7M"RR)B>:[GA(HK-[-)O&_X,15AXR\'BW&^4B.O:],.8ZZ+M@.D\W=K00* M9=<;][`]EJT9&"9;0TBRW4/L4/50&?UAWB(JYEH&*5";;?.M4,?(R`D$M2I" MU0K.YG:FHVK)V?@C7U,!-3Y@Y0^@&@14R1!#1JAD=\=Y6822_7"4:&YW%5`H MN7:_>1O^9@IKA@W2LCA,.024$:I?<+Y0O^1\%7,!4P$%^K>K+5NM#8[+A_?:5:2!U;LMAND M1LD5:RX-`K(>E/QA_ZNH_T62)1^L^%.6/DCX]4R490@SSHFO58L1Y#G1''L# M8OTY+&3P)[_Z-`BHDN%*,D*S[)V'93DP[PJ,B669%:I!*KR25OV-;8((6"JZB$_34> MEG+Z8.F-$:0YT0P+YA=F6#*_#>]R]6!<_;LX"5N9#1GFO\]IR6CP71:5*1A> M*%,RO`TK35,#!;\YRK\%;\AHH`,S&IX;?%RG*JG+C>M*&%'\O*D!3 M<\):B.-,")&[H<8VR.T/1VV`+1N#E);;><2J"!6KN]D&W&RF()!214,@!;%J M%"I:MC+WWF;\.2,J"*1")<+WH@(UW6ZH"!4!O?`:*+SV>&HO+VW3'H_7Q;[[ M=G8++'4?H\>C\/JI<:^?]J]PKL28[)R\'/7W8;_^#=4WX,LY.8@;N/`1]G//:6WO@:;\]%C`#&7:G MI:>=^TPV*5FYWG[;!>A'06]<^>WP"[O]U1;'OXN:0K1AG>0*'!A[E=)O1_D* M!GL/HU^Z%?BG=8[TE%U+\2^[?:7%^2)@N1=R2,Y*^!+\=:I"Y@!,/7OO_M^* MH[CLW#":+99^2(*%ZQPH%R^%'.LZ^94+5OU$$>E=H9.@=S('S-X>S(+5@BRB M:2\>$G4S23.1[;/NV M)X"P]=X@3'DOBE$$63Z*=$5R5\A02;^I\L(#L@$/)JW@W2GD6X/"7^J?B!\U M@:Y('A6A(4D?)#&$6P"$/8#$4R MJ4AM"HT7/J,$MN,-_8%76GY@Q51MRN[3\`BT M-"6>]_+9O=;!5H;[N-?8XC@M2:T2'55V@,^7GF"#F*B@O6 M_<&`5M:?8/NPE]%>A!E@%ME$LP9F!="L2GG3(65/&"&'),!6H<*M#?\QL;43 MW/S3DM0JT5%A6114LXL2:9XL`+W*LL+)M"2U2G1HV2C&^)JM%`Z$TU6@%_5= MP*BOFG'L0U@&-./8PG1"V2E&PB$#L(%H&4#T;\?DWF0^+__3DM0JT5%EJQA1 M'S(`.\E4&;#UFSYM)R4IL4ET:-DO#&BU#&`[4>,&PO=V]R:W-H965TU(=%_;O7]FGF6UQ@:H]*FB%%_8_S.W/RX\?YA?*GO@) M8V&!0L47]DF(.G%=GI]PB;A#:US!R(&R$@EX9$>7UPRC??-26;B!Y\5NB4AE M*X6$O46#'@XDQRG-SR6NA!)AN$`"XN4EO,] M@0RD[1;#AX7]Z"?;V':7\\:?/P1?^.#>XB=ZV3*R_T8J#&9#F60!=I0^2>K7 MO83@97?T=M84X`>S]OB`SH7X22]?,#F>!%0[DJ_DM("9X&J51+8`9(Y>FO\+ MV8O3PI[$3C3U)GX0V=8.+.A3R)[7 M2':]GX!N:V;K2&\O%#F7[$=)7]BPDL`X#NCS$N;WYNXS%"QO22M%@NN`%.F< M]0TAG9%V#%E8.??&!+(.>&6>;<>1'04I]WE#/0=Y=^E)5*;7S;GJ@.$4L1[H M>LP)=$8Z9DP,RF9,F3[H*IFB0$)76_TPU$G;&Z3P&K!F`33E#0LDJEE@`FL3 M2$U@8P*9`K300\\W0K]#TF(/;\8N45CE0X="SW!ZI4AP[6V\^M,TVOHN([W+ MV-QE9'<9V]<8FANPK0PJV2SBB=>O63FZL*$Q^H1]SUB.*\5Y:%:TYQB6K?51 MWVC,U!B>Z77=&,-QY`U_1A=DB@VI]]$:Y=GJ>M=8-4M@KQQ8TJUOB1I6S,S= M2W%>"6"M&'%C5JQRT5-.APQ#?_/*6#8&ULE%C; MCJ,X$'U?:?\!\3X!??^99]H[+ZM4%&.=#4Q=XT4B]FEQ'.O__!U]"W2MJN-B'V>B MX&/]%Z_T[Y/??QM=1/E:G3BO-?!05&/]5-?GH6%4R8GG<3409UX`-\.RC/#,DW/R..TT*6'8?D9'^)P2!,^%\E;SHM:.BEY%M<0?W5* MS]7-6YY\QET>EZ]OYV^)R,_@XB7-TOI7ZU37\F2X/A:BC%\R6/=/YL3)S7=[ MTW.?ITDI*G&H!^#.D('VUQP:H0&>)J-]"BMHTJZ5_##6?[#A+M2-R:C-S[\I MOU3*;ZTZB[M."0;)"I$>!%B->&NMXW)AAL]$9'K0!_EMJ>'^*WK/Y+ M7%8\/9YJ4-MMAB0B@YG@OY:G30G`RN.?[?62[NO36+>]@>N;-K-<77OA51VE MS5A=2]ZJ6N3_21*[NI).K*L3&\*\XM;`"ESF>E_PXER]P+7S\ND0(-AV'7#M M!G]Y'=[5B:\Z^?(Z8`NUH<"U"^73ZPBO@^':#?[R.AC4BU05E+F[^>Q*#%DC M;6W-XSJ>C$IQT6"_0A54Y[C9_6S(P/6UJJZET=495'O2T'\T_'845%`%UO<) ML\-@9+Q#Y297TE22(%D=*70LS)G=.$W]-I[GU+"@AH@:EM2PHH8U-6QNAGMH M#`>VO3%N@>T4@P%9ZU('V>JESC:[3#4PSI1/\]2GT"SU&8P%A#1_2++QLA9] M4N@03M3GV&2N99\2.BZ>:O6(XV'.^A''QYQ-GT.BV?89-.!=G^*'W3Q(3VAU M'^G9P-!*E:(.+)+`J>1`M^L*GZQ[]I0Q?\I8/&5$3QG+IXS54\;Z*6/SE+%] MRMA]Q$#Z0=I5_6X=JS&/=2B#3I/`[`J@;3U32?%D.W,9V:8S%?9"TB_F*LI, ME_A>(-BV'#QUA&#?(U,O53APR-0K%66F3_;A&L',)YMGH\*.&Y!:WB(X<$DA M[Q#LN_>YD2;P['ZD26,FFM@D<5/)<5I1/,5_*]E,11E=^5Q%X1&)<[Y048>1 MA44JZM%>NU11RR8=:Z6BMD_0-4(]4@F;&WJO4Q+9]BEC]Q$#Z0*O18]T:Z!L:B,)NVIZDDA6W1F`/ZGC##L$D:U!S#5F"B M/U*@"\PF6D08M4E]+C%,'A$KC-)6N<:P3:;>8#@D=;!583BV()'M5-@98R94/X=H-/,&+?P!E+:SX#"+P[>G.0#R08CZ=@,3&]WQV.1_````__\#`%!+`P04 M``8`"````"$`"WJ%0"D"``"O!```&0```'AL+W=O7:,`2L8(]M)=O^^ MQR9ATR25\@+X>#SCF7-$]O@F6[3GV@C5Y3@*0HQXQU0INCK'OWZN'^88&4N[ MDK:JXSE^YP8_%I\_90>EMZ;AW")@Z$R.&VO[)2&&-5Q2$ZB>=[!3*2VIA:6N MB>DUIZ4_)%LR"<,ID51T>&!8ZGLX5%4)QI\5VTG>V8%$\Y9:N+]I1&].;)+= M0R>IWN[Z!Z9D#Q0;T0K[[DDQDFSY4G=*TTT+OM^BA+(3MU]&BUYX79$&`J-2IY17>M_:$.7[FH&PO=3MT1IEI0@B>2 MPHT`.*=O_GT0I6UR'$^#=!;&T23%:,.-70MW%B.V,U;)/P,H.E(-)),C";R/ M)%$:))-T-K^#A0PW\DZ>J:5%IM4!P72`INFIF[5H"J^B.)%FI$]I,*.H-4-4/*!(2`TJH'"F=I)Q54O5,+9A<@-3+R8CJ!_5.*; M*JX*YC`:OEKS[U37HC.HY15PAL$,YD8/$S&PO=V]R:W-H965TUN$_?S]\N0F#MLM.N^Q8GXIU^+-HPZ_W MO_YR]U8WS^VA*+H`,IS:=7CHNO-M%+7YH:BR]JH^%R>([.NFRCIXVSQ%[;DI MLEW_H>H8Q;/9=51EY2G$#+?-9W+4^WV9%VF=OU3%J<,D37',.NA_>RC/[9"M MRC^3KLJ:YY?SE[RNSI#BL3R6W<\^:1A4^>WWIU/=9(]'X'X7\RP?ZC??FO*W8_R5,!HPSRI&7BLZVBONMCDIB2P"BZ_%:O6+K5:1> MA>04&A'T=D(TS(]J78>09$IBC-L&1=?]],6K^:S_,5@TS6SITJ13C5@X\TA- MD\!QI'[&:VE$,+03(G/EJ:A)MKIDPCE"T1+)EL*X&L[25"-6;C+4P.LXC,9< M2TZA4<$>8JA4U*(2X_@@%8J(*G%"H83I<.I52$ZA(5UK2,/24ZT6BK&K-RAB M^KGU*E*O0G(*C62ID9A+3D6]QP**."*O(O4J)*?0B%0E<3F^A[E1K6INU($= MS\3<6&`8I@6V<*\PU#"8!@GRX;BR$%S89QS6])P('Z)9"4ZBK):>UD)=.!Q75F%`,9I M8:V<4T(Y6!1,PT@DFT5'40[K0$'C'5%,]Q<8'_:(&P4U3#]32L-()"O1492Y M.E#0@\D,;%HYH-9Q'FYA$0Q=O!&8!Q18F=]OR4-.RN>8?3`TF8GF\$DE791?.WC0QJ<\PO+/&$7((V[D?HED)3J/7@^8_JF^^@,N MCW^2BN7RE@ZI/XMD)3J77A<,_AFCTX\GM35#&*6#\X#K]&GE(9%X;+H*.Y:(#9J`=-`*8XHYC=V_2[?DH3I M9NJ72%:BDRBG=9QL:,#C`K/\$^,L">?A=*1Y)3+F)!H)?)?N(NF;)Y6`:9\4 MG_??X)BW-6/P4G<;!SDSFQW3-1(6]KDDJE@L3,9+4GT6R$IU+KP8&UTS0O,=#S71-BN.26[KO M.DG#HGAK!,EFT5':-&$I:$LW:\YV2SZ"1N]T\,]S<]D^(L":9@2;P221=R9]%)E+LZ#F@T MW7&C6)XYF++ZKX?EF4/P8E;&G*:)5R)9B<8P=_M^WZS?RMB>22*W^8_!CT'\ M$LE*=!"W^<-3%=8]F76322+\S_.-^^@BC7M98$'FEZB'/%1WW%F0!Q_BP&_CZDAD?'CG_G\```#__P,`4$L#!!0`!@`(````(0#XE"XEHP,` M`'$,```9````>&PO=V]R:W-H965T<$U(HB15`75WI5UIM=K+LP-.8A4PLIVF_?L=8P+8J*0O;?$Y,SX>SWBF MVX?7LK!>,..$5CO;F[NVA:N,YJ0Z[>P_OY]F*]OB`E4Y*FB%=_8;YO;#_O.G M[96R9W[&6%C@H>([^RQ$O7$.[ M[M(I$:ELY6'#/N*#'H\DPRG-+B6NA'+"<($$Z.=G4O.;MS+[B+L2L>=+/&NS@.M>2).,%K`3_+1* M(G,`CHY>F]]7DHOSS@Z6\T7D!IZ_L*T#YN*)2%O;RBY^HB$;MAY M:F(0*Q)<0D=:ZHSD+B.=8FAZ89M!8$V]$H4D'4B!:U[H:F)%FM)[EY%.,32] M4"<3>B4ZBJ\1O5B1EDW6!KZ1M,D0]==F(@S1(.IM-8W+28T2'6DTLU:10E59 MD9$AB8ZZ^GVD&KKL3Z]IC"8U2G2D<:7O$RN2TCCS?$^'$QT.^GI1E:[!?M@' M0),I6Z3Q+`W*2:(CF<9&L2(IF4'4AZ.1D6BHF0SI$!TF@Z9QK6F\O4UR5=>V M6IB5HSA3E7.7D4XQ-)D>]+6)6#;PW5IO65.2[U/228HN6C:$]Q/`4_W">%"- M.XY;EDH!(ST2#312/-7`O@IUB;(Y3$A4O<.0V*>[>O,]Q6H+WJBD*3#5P/UG1BHG&FJ^2.^`>AAE"YC0J#J$H=&XS!BF/%EU MZFT?21R"AJ6<#WO+_NA*HIK\U+Q48G;""2X*;F7T4D&/]N"5[E;5Q!G+B;.9 M&3L`YL`:G?`/Q$ZDXE:!CV#JSB/H*$R-C.I#T+H9:0Y4P`38_'F&T1[#=.3. M@7RD5-P^Y%#:_;.P_P\``/__`P!02P,$%``&``@````A`/MBI6V4!@``IQL` M`!,```!X;"]T:&5M92]T:&5M93$N>&UL[%E/;]LV%+\/V'<@=&]M)[8;!W6* MV+&;K4T;Q&Z''FF9EEA3HD#227T;VN.``<.Z89UC1"SF67"72(6=L#/F-^-"0/E(<8E@HFVE[5 M_+S*UM4*WDP7,;5B;6%=W_S2=>F"\73-\!3!*&=:Z]=;5W9R^@;`U#*NU^MU M>[66\/7.=K?;=/`&9/'-)7S_2JM9=_$&%#(:3Y?0 MVJ']?DH]ATPXVRV%;P!\HYK"%RB(ACRZ-(L)C]6J6(OP?2[Z`-!`AA6-D9HG M9()]B.(NCD:"8LT`;Q)__/QY.1`R:"'1BR^?_/;LR8NO/OW]N\*1R5D1SBB!4- M?A.KL$S(P5SX15Q/*O!T0!A'O3&1LFS-;0'Z%IQ^`T.]*G7['IM'+E(H.BVC M>1-S7D3N\&DWQ%%2AAW0."QB/Y!3"%&,]KDJ@^]Q-T/T._@!QRO=?9<2Q]VG M%X([-'!$6@2(GIF)$E]>)]R)W\&<33`Q509*NE.I(QK_7=EF%.JVY?"N;+>] M;=C$RI)G]T2Q7H7[#Y;H'3R+]PEDQ?(6]:Y"OZO0WEM?H5?E\L77Y44IABJM M&Q+;:YO..UK9>$\H8P,U9^2F-+VWA`UHW(=!O-29#`P<7""P M68,$5Q]1%0Y"G$#?7O,TD4"FI`.)$B[AO&B&2VEK//3^RIXV&_H<8BN'Q&J/ MC^WPNA[.CALY&2-58,ZT&:-U3>"LS-:OI$1!M]=A5M-"G9E;S8AFBJ+#+5=9 MF]B(K5"MQ:FNP;<#N+DXKLZBO89=Y[$R]E$;SP M$E`[F8XL+B8GB]%1VVLUUAH>\G'2]B9P5(;'*`&O2]U,8A;`?9.OA`W[4Y/9 M9/G"FZU,,3<):G#[8>V^I+!3!Q(AU0Z6H0T-,Y6&`(LU)RO_6@/,>E$*E%2C MLTFQO@'!\*])`79T74LF$^*KHK,+(]IV]C4MI7RFB!B$XR,T8C-Q@,'].E1! MGS&5<.-A*H)^@>LY;6TSY1;G-.F*EV(&9\F_W4`BA;JI)6@8,[F3\N>]I M!HT"W>04\\VI9/G>:W/@G^Y\;#*#4FX=-@U-9O]2!=(.SB"QLD.VF#2I*QIT]9)6RW; MK"^XT\WYGC"VENPL_CZGL?/FS&7GY.)%&CNUL&-K.[;2U.#9DRD*0Y/L(&,< M8[Z4%3]F\=%]6QEDBM=J-5ML4DVU'G:-'4NT6'7JU*6KFRWR^MMGSS6^V&'D!/[,')SW M3 M9SF^F4IX[2UEA'A6^'F[.5L&WL:*G0?'=>*71)9I>,O7[Q[](+0>7(#Z/!A; MRUQV\H83[SG+,(B"=7P.XGK!>NTL;1[EM#?M@:2;:W_K+;PX,I;!UH]GYJ@X M9*1_>;>:F1>FD9H\#U8`XK?_W`;Q-U^EOU[]_M6K_M^__N;[[^S5CS_\CO_; M#U^;O5P-D0D^V"_SO+]7+/Q9('EPL2/[^Z_^]Y__G@U__,%(P&90SW8.(\I> MQL;-]3KP"2EC8`6/W%Q'/QM?+!>B:H"?7P9N$!HQ!`?0DASQ+<]./S&W7.+C@N/P$%V%KXB>\/%A9BX64'H&_3[2 M2AW6D;+IO`_ZCJ;L8G(TRT:+T>)2J65,+/)^0X6CA4HJ:Q0NWER^/1J=ZI6) MK,O*\+$R`!-.+8L.I.Z>_+YY2.Y=&!+/MVCXS(5?W7.#V*'RB_\KQXZ$U[JQ2,S)Z?BH^5"0^T' MQGOX)W[9V,T\/"`T%:,LG_:-HZC*RRKETRB=HLEI#JA4D9O0D7AJ`6E+55I` M55QV2U)'%N0^H&%:7;O?^4]VZ,1H)5/.8)8=J/OT86B^#83(H]-*/UIP0!:ZS0A2/\V0FF87W_.)N,;]+ M]!)DZ#H9%`*AB\7\L@.A=[?3N7JD\VE25WH*S1\NX$CP7B0E-'$ M(Y@`@NGH:GHQ!"#]\56BZJ@(1@#@O52NU<)`DU>)0@T>35I M515Z%2Y=:,Y5@D"35PD"35Y5UGQF%7BJW:L$@2:O$@0'>S69",%\[B$(5S!A MS2]>#J8PETJ/W5R[]CJ&.67H/#[A[SC8P+\/01S#5=&;ZY5C/0:^Y<++7GY& M_GO/F7#=&"X1S\SXR5E^!F7INDK1D:;24$57&HKJ,,:N>WPY[E^.)\.+=&*3 M6G>P:L]>.5N/MZ[07>D_H%'.<,*A7RC)9K[E&GS]I0*1FO/:6HKU!&;^7@[&``J/3''LU,$L_J$:__I13_IVZW["/N]OZZ*UA%7-F^OG-=G`!KL* M\<(P[H_#E[`RG[U,V\CT#4`4G304GF18FXW[\F'K/=CA(MEJF*A(CBY`3_GN M-NE_R_?)I1S/3M9ES53,QS"([66<;(5,KF:*\(P$>`:9(!D\A^@?"_0#3])\ M'*(?UOTJG0B\:-4/P26M7V4\X*;/+*C!!32H]^%1B0!6=W($X`0="'`C:<8! MA*<.!#!KSA%`@)8(`,Z>J#@D#^!B24=FAE:+R"_KW M6+E@RN]!-)-Z"X%>T@QO]@`X2*6HQ.HJ,<3MD&DE!?!F#P4+&'75#'D#4+5E1]@D#9L0X(@T$@JX*2:)AJ*M$ M4@RZ:F3IBJ&N$DD@Z*J0U!.Z2B3%H*M&$E?H*I$$`C"BI4)23^@JD12#KAI9 MNF*DJT02"+HJ)/'$J.,2V:/+INDB*ED_'8!Z\5HH>"B?_^\ZZWE=NY(Z$,V: M0%9^>CI]2J>.X(QD,D7FT@,`9^$^>%P\-9Z"T/D99IGX1=\E'+!#$[]/'CM+ M>N2GT-KA``7WMB4N\T6.FL'"`JI.27P'3*UP=@1')Z@!11[;(C20?Q(='7LOV3O M5+.8%CJP$\9:`!11!L?9B!=6'!I2+0`(&>(0L"'5%1X1(7@-@F6DRZ`F+9N0 M(!Y1=3?"\M8*=0N_"GD$TX['(Z+(VDXQCQPB!8Q)UGHI/W/X3LG/0]'%9#X\ M%=#:9E07(X3AB0U%70A/:Y@7I2Y7`84UN$G3A1=PM#7<>N!TTGXJQ,>5&K8R M2]&ELFGA\!RKC1H*/I MQ&(GG\BD0$AA319WUX.+6J).5A+:I(5PDG`RJ[S"M.AB[%":%KJB3M@`J)D; MMPFSDW>BD#,NREH-^6WB2@2)"ZMN$4%M7]==#.0@R5QKDZJZLL$F@Y(ONC(P M6[$K"QM]G),+>[TKYUX],[HTRR"2:!)P]')NZD M_-HBSN11MH@SE7@Z6:=4"K"+ME=AV/%K]3)Q=ZQZ)XQ#'C8;B,<"*%UF0`HG=ET$9IM!K]/EJ5:`A!N)3F4N+!Q3 MN%QFDT*J<6D19",L-%6-BPH\DDF)2^CKILUX=:D3TM1H>5'^+D?5*%JX+H_V M\AXP^9%ZY!=8*#3PE]PM#NX/1YZVP3YKH[B;G.%;'CQQ;=C_C7%FO%FB:44- M@P>^&0];QX5')N*7+?&RSW(;P>/7;M.#V:W9]LDJDGL(T4QEP1RFJ2R0D%Z: MP+4,*@M(;BJKF$+A%(_(@@>1-)95-'0C>$5E0V3HPEZP2UL?0CR_U$DOO=BLI&/&Y&D+$NE5+Z#EX1CK!1D)=2 M>HV-\I%DE*=82G^Q\3V6C.]42NDID$(07@#;2E)3_;RLS&')V05@MA\P&%41M#=\\:U M?"L.PA<#[Z):B&.=/I$4]X<@*#AB)>`J@@R@/]K6RO$?#>`E&\09@K"O:R*F MR`66'OR&71,Q<':*AHT_O'E*$S%P=BJ&+:K8/\F(>>=OMH6'V%J*0[>,B/>. M_]E>L9'#5@FQH1&/(L(&4K6I7LGAJ>J9MYD"X#^#.QH6(G8HB M*>.O5NACMC"INQ.C`HO*&T5#][]Z+I^QE_`>6_#4V.3I>\5\`(A:V6MKZ\;W MQ1]G9OGZ3\GSBB&8LD]]=+X$<2)B9I:OW^.#H"&+X?(IE)OW$3Q<&'X;V]"9 MF?^ZN[V=WK13"I\+,V`S\I_+8S"1O4OC)TU\!-NS]R8WH1?BHPD^H MY.;_````__\#`%!+`P04``8`"````"$`1N$Y2Q;E``#]&0,`%````'AL+W-H M87)E9%-T&UL[)U;J>CJ#);_.SS]87,WKP6AQ4=?+R\D'^[N['WUP.1A/[U3# MV6JZ_.+.Q_M[K+.:CO^ZJ@_]3WL/]G;O//I\,7[T^?+1T6RXNJRGRPI`JL?3 MY7AY4SV=^@H`7MW[]N2H>N_]SS]8/OK\`[WBK^WM5]_,ILN+!>^,ZE'[\5$] MW*GN[VU5^[M[]]L/G]2G.]7^`WOXH/WPCZLI#Q_VO_D68-MSW6W_(>SO97T^ M7BSG`W;]?'!9MT?=/1@NQZ_'HEOUY63\TT^#^6@+I`QWVB/#?(?@;SZ8,&14 M_UC]J;YIC[N[R_]]O/?PX<I"LK>[_:>U;QS7\_%,1!M51X-E MY^4#R#HRTCZ9#,[;L]P]&TP6G7<.5_,YFZF>C!=#-O3G>C!?.__=[>V]_>W[ M>^V9`U*^KR>3[1^FL^MI=5(/%K#XJ'JZ6*SJ>?N%NW^N%^V_A4F^FTU6T^5@ M?@-$$T2I/>SN\UG[3^'-N).7]=5LOD3FJI/E8+GJS!"&V_35(6@\G\V[]'LV MF)_7U<%P6`,%@T8.SYJUCU>GD_&P>C*9#99KAAS.+B]AKY/E;/C#5G5R,9C7 MB^K%:FD*`6C;KR4V*2GS!-GM;.ANG\BU7P^LTS_!DS^W5S]\\?SDQ;.G1P>O M'A]57QX\.WA^^+@Z^?KQXU3>KKL[/7D`MIN+^OY936>OJX72[%[9Q1DD^);5/-Z6#/5Z:3>JJ;U MLIJ=58/)9'8]F`[!/K^]=__A7G4YGDPD^E*([]V_OY__L*S857UY6L^3;K-1 M8'Q_B]D75[4T1SWI,-!3H)LN9_-QO;"EVSL^F9TMK^&!:E3S^NQ*^VB/>3I= M(E*LL$(RK^;8@CFZ&D:KIXNN`!W59S6R/`(QP]EE72T'/ZY9^\7R@@T-&R1I MK_UJMF31S6.>S:;G;Z7%<81;V!5E;:N].'&XG$7:\("+P?1\#"4K']`[PZOY M8(3=G/]@5$)%C^IJBL+O<,A7L]GH&K*WE_%M]X,0%NVIXV@F>:#D^%L7(Q` MG%%]VF&M)GDWS)QIK&EZD>YDVS"'+[9A@'3CV$79]CO$T4`EXCR!X^K>\]FR MKO;WWV_O^NZ;G]_\W/ZC:=:+V62$\;AK#+>\Z9`I*..%*^/W=F2M=_>J*XP? MBF=55XA:M9".QBW9>K"[N\5S_=?_"%562S31^*<:/V%O:^_^_M;]AQ]N/=A_ M8/#SE[V]K8]V/]K:??AQ?&4L4SBJ!K]+3ZM7.(J+%:8T[).EA[,%1'R`N_71QQ]M/?AXS^#-V_KEP+VLEWBA MXMS!?`KQ.B('9Z\N5Q.SI<[0J"E\V0OX'!4:U=:]R6RQZ)#:6<@HTJ)M>^L= M9K,=WN;-C3;O&%[`^ZV78]RD]]?9P*?3ZALW)FC]^L=A?;5T4U^-!LO!%E[Y M!,I4MOWK\:*N9$#&9^.N/[T!F/:.D\XIK5TV<^WA3=[/+'\/=AK-)I/!?)'9 MOT.(YMN&UE(:-B\6AKLDM(>VN=4'MT/*E>'#]^>?#J M*9[+NY`'Q^@7DJAT>#H^\7.\C74Z'I,X6@V7U0(?IR,F)ZO3Q7`^OI*@;P5C MCSAM&1N[W*R;UUE??LZZ$8>(OYN4:%\Z^&6$S(?!MHW389!*;70@U61YZ&PZ M0?RK10'^6]Y81!=H/KL93&1.;8^#2[GO/PV$@,W0C=_)/XI8W^!PG8@@!H1\ M"&2]ZY9_54^)!R8.Z>AR/+6X4CY@&]:7>*=SR+R:]TSCI#*TVE3KR/$"0P0F M"&;>>.[!*^D(R!LN=X%EC-*5R58C[C9:F?45_J#[2OV5-W@N"Q(V)'9X.%YV!+@-%;3$6]\1&*34E-6`MU$;4+77=>[(GW)P!I:_9SI7@4]UM9KKR;): MSJKZ\FHRNZDQX/9H9OY'QX#_`U.90Q=;0&+^TM')'@=K-S[[W=G;U/I!-W]DB[FSKDQX\^[%CEWF!ULRKL M"-2)&]5Y#;<-+VRS]Q;PV7,+ZG=O-7X3A9?C>6TY;[A[F0)>6[2-`E3"^L'5 MO37,&875`_>85$G.+NGHUQ+Q>+F2P*K'H]7I*B;:J+`:G,45=;(&F74]67L%*2K\$2 M"3[%6?I^,!4:'VXVWFT< M]4]D0?;AP5TM8>PHB,K]?D39,;N)`U MPGV9D?PCV:MH-CH\,_O-2@0$IE)GH^H4YKK-`KW>4WO?A(BA"BCC(&7N;I)7F^>=1NYR%GC::* M^O.3CA@<%-&S37X]'R_K[=G9F;D-[DF94YW"[R(@MOR@1\#O%EPWEF5_2A9K MPU:',3CL+V?C*9Z(PMG>C,+;+&(;/X_)L(%;J9:@J`+/N8/0KY4.+R@DH('0 M/`7G6%W*`(U.P,;T?IEJ@T7;@!75G_:COL*/K?MN"%>,?2M):*_?%D\/J422 M#>*)8`SKFI#5))I6!)(:EK"!U(/7@_%$M8YMA&9;>2.3G#6EN>9,`_(CTONJ ML%:+F@C1IQV2OD2XT>7D)]L[:$YA"[X[&,&^F#/]CCL8W$2)3'4*)=;)8N-8 MF@?7AC@$,)Y1(8>/O>\82[*)\EYJ67O_Z7VQ:.$3B-SMF7O9X-Y*+N5XJ@D4 M+S>)VYZBS1!91F_-$$KH]D88A>?:V;#<"ZIDALO"TY7"-T\,?E@N)^;;F?HL M,%'Z_^WM4/Z/O@-<@5^=XIWVR.P1JYK2?MKDLG*'FRMKK)\99//0XSRPJR\S M&7I592)\H'65QV>RM??T^.P,1TN&`%&UG`PU"E.'+H'^LV';=(N,D_VPH2(O M0"+'5B0;"MZ]]1S&@GV+20.)]M:]=U2G1+N&?+E: MD,!>M/ATKI:IO=`'Q"_Z_V/^Y_0#&J-^4K7PBSL/=SZ\PZ_#V<1329?T=NWI M+_,G%#)]S*LQ5>CJ>7U=O9Q=#J9Z>C:@\>#&']OP#VSFY2.5-?-_?+MKEJ:O MZ]=<>2-*`*'H!SLP9Z[9,O7FYZ?T3%7W_OZW_]GS^.]_^U]H)+R+:D(#FPAZ M/IF=X@\%!X1"C'C@2KTTM+?-1109Q;DQ=$UJCI]59)3*V*E>$2;PA\M%U;_< M%NM98H_'2IX,IC?V)WZ]KN-/JX7]I'7Y^VPUUTMJRS"Q,D^4K@K4B/5A6*>' M_-.>W6V%S6NJ,6D)%4+&H_%`'2`[U?>4E'U?>((JE&PIV%Y8+5>Q/S'1W/!V M?"@T;57R;F5*16)AW)^@ MUPAOW@?^*0Q\0G0V!+*OH(/P"PZDRJ#XO%CB&?=."5GU3TW`V!^XY31RV(5(SU375[LG--CUU M[".Q%#'/6=]$W\&@T]'XS<\G.P';YDYO.2IH?!+ M]97::"*3:[N-![[`1GC3ZCO5@91`$[5B7 M^GQ&Q=,J=7(6DAF!/JV'$JU!=3GX"WT?H19-;V:"7X@1\7-Y>GLXDIL5??/95@ MM?GSQ;1Z,5S.Z$)[\[-*#^KWVZJNQ9V1I>$NDOZS'\?B>-C_P?XGL?B1REI$ M@"NILKP1E%"1`AZ$O&JV(O+X8#R\J MB8@V,@(V>8#H$[.OOXQKE!T9A/`S^[#O?;CS\'Z%85(SY5;%F/?V[N]\M)N[ M2;9BE7DY^$$[-S89>+.F@1?3C7"/H$6[7V%6A,>AF_YV&I$GOMDRH6@4*_.& MI?EV$P22H#'^+@%7D6(4RG:JIY=H$B4[$:0S]._L6L!J5H3G"FM;Z*B^60(S M13FBU*`\6"30WL>YP=24CG%LUFI)G]Q=;!!60;.>$=<0:'_G_H.-!*JBH!_/ M:9LE)C\AG'>DO%295;[/PQ-EJ#NA*KO$;RLJB__J<]''$<0YDP@I]*&Y[!3H^\>GB:C#$];["LM3S MU_6=1SUVIF\R$RTAM-PU0+O8P(*'AW+'1%LSD`8F)VAY,9^MSB_8%K8BNIE(RZ(^=Z*#$Y<^-@HDE'+T%%P\G*P]EY!ZYH(O"AT']'ZV6-V_^PQCLY(<;62+L MU]__^_]F))[S!2V`..W%M@)8V">;[VJ.09\K2O0R(60*VY!7&/>`9?1T,J$& MW+*`6!@?_EVHL2?TBYM1[K23Q^!DH3=\S4C14]J)\#"69/#DG-ELFI50WJ,0V,1#D&_&0UH7Z`(KO5ZC8WIB M9/QOI[,?JQ'-S_>Q,_&Q_:;G6]5SH6LZFKWY&=.*[[L< MN5\<_VZS?#\>5]_:V_93FEF_:4[^]=FTW,D,@R3#9"';XS(FC?ZHWM$PF^AX M,KB1#I2B>V#3'9\\2$N43^^'I_?M*3RFJ`_W<+&L+Q>?F>(X/O1_(_C5_2/J M,"S'OPYB>G*D0P,G9&-JCG0Q(@Y(>RB7_@Z"IO#2*);7U0NP`CH[QI_&SB$$ MA070O5>X22XL'VT<;[N((PQ%2;R!+42U9?MA**US MC$[]Q3`DW%K&^^>?'R^"NG`_9,)X1LA>@& MFFR$M70X1-)I6(F-E\&_E"F,\B2U\/UL/@&;9]7W@_EP/C@+A8-6GX>$!&I:W)`S\9 MR^#R;5LMB?JT9R*/.`(R"0?1"E2>0KAW)-XQ+4/$);/J&?^SY$3@YLS@/YE\ MICPXG7?X:_'N.VV_GZ9.[EO0F=6')OMXHNM.U.=&T<&%\FB"?*/G)W0*Z:4 MD=G.!GX[M/4S6I=POXWJ?.2(>D`@BOX*9WZVLB*,"5Z\,7/\R##;@5FW:-N& MKUA04R"$?>9M>F\F]0[5M0X>_[-KK<*&T)&0.I"4!6IX]9X24C2;K/BU[/4U MJ?ADQ5_CCL]6B^JRAE$+L_%I\^3#9WZ`0J:><%3UQ<9S1G362*YF0W_=9#&C4-6#!^M7%#2<-!I9_)9"H M1SA]B2T^BUYB#'4R57$>(O-\9AK-PRQYD=`\A8V6R!K/1]O*,Q(2S0$`@\_Q M`_^#$DI$W,"RO"!`ROS953:_)[6VJFPXMCI\\[N23BY'!X+?$!?$:N[>8#0[ MZ_ZN.X_\97;@8'6.8(?4?]>GD,D85YK@A9 MTJA.DN/3ZNMZ/G,YBP$/?^X`]'MB%:5)$%+7V\N9A7V(G&\3&95&=HS+EV'2](.L##4^51JI5B".#6I-$$YQO!RV_>R4OR&^GT'M* M_JOJ:@W?)2DX+#D<$W"G"AUY&YXKJ%(&TW;1;%U@:P>77(PS')@TJ(OAS<]? M'1P<2Q8<4%_<-6Y\,1I%?BW*ND2,3EX`<8'@E2'=:I M8)WN?IS&!6_@75A&KLMX3XFR'7F';X=.TMG@DZGJ,)9+5N(/#B/9I0+2BH33 M:*Q4;,I.DZM:"V)'?`Y#X8VZX429-#64B'%+QKBDZ*W2$.EJ/!SU:*G9P=B) MOP8L:H#V'!+$J@KJ,B-HDX2AL[BX+/"LIK$.2\[HJ2\;V2*-4S*J>5`S;AE@ M]3.YPEJ-_B+K3+3[LG0*GUB($PBI$,F07J&"5RD?Z,8&"H;:F2O+&(Z!8A*? M-+8,5857"@6LTM#E^(P<)'&8=)D!&Y@H!7G,BJZ5'5>':`<; M+P-1Q?&I7[ZM0([HH45M:.]&"++?\%6L29$:+QL(`ECA=Z`7^9G/1$T0,$@M$ MS#6T1F$@X)?"%'C>%56\&C(1R>[NM0&*@2A5OO2 M=+,LM@CY%J\$]@#KJ7!-H?K-S\T2_'N)IU-R\Z_$`+([KG+I]QI>9'W[&8W] M;YW%."=.`V;8VSX]&;J+2TAI0?`@\GZ"8)/&WW_?0.B!(?>CF%(&5YOFV?-\ MQ[WQ:W""HV:V;$JOSSM!L[M3/2XO@Z""QH4/4M*C<)V#]<9`4XCO'A/,#_&+ M%7=WN+,),I6]A*XAW0(VU$''FM[24'+H'[[Z]0WE['4]WQ:T-.GJCH.DH40# M28C,HE4=__,9Q?U?R2@Z;7YGH[B7&5WLVFN5DN'\K:U2`0RJ\/]2PY/.9D89 MN+V-*?8O8MS*R&`,T"GJB*3LZG9%?EYPD1JVYU_!N]7LAJ[I=5HV;$F1,$6X_+([X8P\G$V&:1_NBGI+SJD8TGVP^-\ MIVG(R.8L'R%.#&ZM;9A&\UJ1HJZ@(IK054%B[@ONNR#"FG"Q,^6D['I[D8=P MF$RF[@8DQ"2FB,S3FRFEJ>%3>].+AJOA@X= M3S3)*;$<7N^\("Z'@UQ0Q&U?GI"SI-:"7!EWZ:EUSBMSEE17 ME,V4HDM(>=``W',T->^B$FXXP:?L7V@R)O4RQ?EQAM%C-*)GELQ/(NZZ@KET M(.A,ENL%J\F/7WN9S&9R;^`\3@9`7^5@\.X_V7WS\VAPXU!Q702A-1DU MJS<@#$DD-C!5FS#=CI0W//W$5D-1DPWTWPRINP#D_4K=:CCYB-070 M@:R8&3UX178C4I#>@18HY,@6Y"UOKE3)07;(?A!+?,PQ'"[\P0C<_]`%4J7% M`#G3"C8X)!R-X37K6PBV@J!6#&*^1H0CI`>-KWG1U;`UDTN+-7:8^0U-);O. M`+?P83*"?U(*3;(E,I#<7(=+LB+._-+AD)>@.]P@)?OV][_]#_&+ M7[N$.OK24\7M,E"_=2_F,JEE^^0-7!._33T%]U8H6)]"P5)(H-/Y-'"O7<,A M<0^VKJW+7HEO,YL9#[JS#"5R81\#E^:)'8?9N!"S:;!@K10FZL.EJ M8Y')M!#;K54X/<5V8IN3ZQZ]KWR\[,;I8,H%WV:V$O%"^LGNY8L(PN0Q#PH/ MGC_#D"R+Y('FX\"A'NC'K&R]/0_N7I:HY6CE7F M[$4^24=NGF9?I.6%]?/R*[8C%^M&R,V[02M*3$RZC=<*-S">GPXI]P4'K1NIQKUBMJIX5]54E`]18A0^'QDRZW,(@(4.B^85Z>E M.K'#TKTZ146\>%,898>MZERI&#M4#E&IZ'`6-'FQGI^-Q_"B!1"K_J?R2:.Y M>]NFLH=L_0*PAK0>Z?AMHY?RWIBL>M+E3O%8L,ZI:H?%B&>IL?RQLPXM4UX7 MJLJ0/`V.ZC7J]V9=(#SV$)O@_5P:%V_2Q>!,Z8/S*(/IN]-NB>7^HC0T;"^I MGK4'W53S\>('%#':B*#&I%UZKC47]K5QC08@6`5/REI'#IC>:PT]KW*()X.I MP,]:.?%T^4R&KG].GQIP3HS^O6E,CY2CB98S?'@)W0-&&5,7_LVC9[+%*$V2'H^NA6H!MQ,Q=J"DU;+!D"+THC MJXG#(+//^6CA`_L@Y]))BYD),Z3`4+JP-1OTY[`O(:[.C>9@R]5L5GY![6C8 MBY47IQE$I!AC91O5(`EIV3K]9>99V$2"M*J$!<NLNE*V0$BZ(N?("3>Q2T.( M4RP>U9)X#QL=9,NT4AH#S-%A<)GLN)Y&\>U7!,/;KSC5S@T/.%WY>K>VS_FH M5)>X&4C0'*,(K./Z&D^3[H?24T;F4S#`N1J[7@,'BXY`_A@\'1N;;>"=3PIH(I3*D?@D=T8)[2VEBI7)0.PHC+:@\Q;7LFQ43]`=R4?+%XV=C>G8562@I).*)5DO M@`99:?-_J;.@@AB9]T*VYTS3,>*.Z>F$LN=#3FU=ZE;&1AX"BM9%' M!O,Z1]6B>)<5Z(_I(ZVJ\[00LB?-*KHJ3XS,ZD*^+\.UY*>;P:0YR#5LW%M7"BFK]&L\Q*@1XOX5Y=68MX5ZF( M6`S#_PI'$$,(*L3IW*Z0*_RG!DYHI0X%Q:G:HXY&;H<\[M_T`):--1<^%-]4]4%6-'J[.I\CV#(2+`48(;9^6C',< MX.&&:TU%@79'"C3]BN,1)\O9E?0TZ9XFF$4DAMP8T`331*2Q6F>;B<"N@956 M6JH<;1"W.`<[V:91`CWI^C3OC@]M\NZDA2NI3S MB$Q9^!H;BDP]U`)`OD_Z$-MQO+KUV9H/L:7)PL%6:X^2\4LI(H7$7BJ(G9/( MN[D^<&OJD$;-&#"28O=RRPG3Y3S0#P,2C_R''KNTG+Q(9[<0,"D=&">60O1K M#=H8Z4\40,+`&T;S=,JEA"NN;"/G(VN^-`5_<$*?WNH4-L.3_N3AA]O[G/X3 MVYQ3SK)A8EA_W:@=CMBG5?!R3@G[,34$1G:4$NL=!-0^IN2:3+F1#23PV-V^ MFF6Y;!D[,E/#BRG7]YTKF*K.F'S,/39V2#_=XAL885EAQH MS=QQA]2<0'I!.62BU[GOZQ&\8(/9F.RV/$, M$K!C7B<(RM]VLC`Q@+#6JK4>X4THTB,(=?I)8 MU`N-8,AV3;2(]SU&K'&),@MF]I$)*3C&XLOX-0#M(795(_!7:$UI167I8O%& MIS7(:B>)6?]A):N0A6MI30PU+X^:3,G[6L;8Q-JI/][]=^9, MFRMG])Y6K2X,EK@M(:*O-]WK]%;H#$-M5Q/?%C8>RC6Q,DZ'-](:> M^M95PM8OH*2PV(AHS?DW5(8,0K+3[-E:"45BY;U8-CV+SD(J(`8V(#WJ:0($ M*:>S$&S"Q0"]*Z%,PL7X1_G61;]!V[H\:AA45N)E7,9P4TVP`:F7)_W]K,:A MM)H4.Y$Y2S8Y31&^">+W^'D&2EDIY`0VHW-`^2?[0"C*8CB[NO'Q9`+#M\A0 M(5%'D]VY)#TY3#9FS9(N,D06GKH+$`355S(I0,AS#8@ED.$6^9#M2#6S9-5S MU:.Q)=,(IN!.__!_267X#^NB_KTVA4[J\FU*:>,\ MV)];ZZ-U.D>\O%%1$>5E%H:O7?V+]<-NS+%QI:*O_,IOC$X)1D5^>)_RR*@( MN7("9/D6Q)#N0B?Y\;!,?I3JHYI=C1*]$L9>>![<`2RH"US0EJW6$_>'&VH5 MI5':D[_;26[JAH?/WH`9E2.5M9"TOR3I)[7((7U6C3 MV4IQU$;H">WE9X7N=\Q-<*^>='R27#E-:`7U:&"-I.1!)[]CTM,]:G](9X;X MM"9J3=DQ7#R=+,7?)_5"J,Z;,"0N[A!/O;NH)&,Q)`N\DB/4HBK+!_RD]5N( M:CB4#7LM;\AL<0%`,%BYG2<:#2V1J2C)[V[[L0 M[^Z0*33$#)R5>9*HGP$,OEP):,@X?4J"3!DB"U+*Y^)?!3,6`66A#7813%IL M6`S)]O"WE5V+ M::$\+&BGE2W-580);Y&>/CV5V,;43E-]F2MAEVIY?&92WN+:7Z!]$F_'3A%/ MFIH?83>86`[2]!)1C'0V/].FZ9D]?L\>DL+1#^!9DB)^K-)"R-P9-J< MX.ZEAY=I];CAMQ$1PF3-FOG;JCHO_!T-S) M'O&WF?*F:>PBBJA+95^TRYC?Z+4']EJP:DIGI"3`1IT23+7),_=T6Z(B%/A# M/&AX2SD'N+0XE^M*T54;VLD28%:Y4O5,9AHM$6>%R,$&1)41UH%/0Y5+97682@;I7XO:SXE MBXT@$(%3Q8&1U-?-RED#L8[X^!SGW/JS=.Y,S*Z[GDFN<^;;@S4!Q!RY[A7" M\QVN(Y<=!$8_'*Z3S#K,'J.\N!/?H211W>)B%K`MZDU5O9?"%1SH/9WEI@>V M2!'I+#P%0CM[KKQF3AGQ5J)Q?AYW9T6#)IL1V/2HD;9`]"$D&5=_1 M'F([(=\^*`LBL0U..\WIDQAT>@I:5(KC,#M<,\KWCV;@7UCB,-)*\VJM,V]:QM>?(_86W7?EP+JXQ`)H7?M60T:1D5E*:6$;RG_ M*8+!\=Q_A0N>'I$D%:?,:0GJ=O_L7#`U/5-<&1B@K MD:/8,<9F)26_D16Y&GE1)5)L=YO@^)']`5_ M*&?P_OU0<))`#XOG\ME6Z)!*;8'&$J0-SK@>0B?@.860 M.MZ]@I9&P=FAYU(,1UU(1W=EB]"CLL\4(NT"?4!HM*"++HF(`O+97S5^&#TIR&\7,7&AT\V:3#7=;#Q2OK:OP[U3.E M>95ODI)58EK"X3O)@;1WRVD'3;8+;?D]?&<,5R**[UV3VH0&M*GP*397)?7T MG+[\,,P2SCO52UTW)[6LQ@CY*/KDGJ/.P0K:&YQ801R?Y7\9N# MFNZ%D(OZ&?%)4'T]IJ$X_LGZH%6:2M]*E!JVABU#0BI$>3_7_0\Y._:M]>FJ M.I7^J)[0&??^Z9(<<]SLXA$A?18KO+!+1(,I!Q<2C+/%B^'<_Q)_B@[%;,:S02#,1=9@_LMQ1?D>?/W1'`;[+(9%S6(L-\'F1?NQ M+B4:4L3AYU*2U\4^Y([ZQU@!F2Y?^V+G3M4@>/J8A860!>ABQ<3=WJPL`$,_ MI="$TX%OK>BZ\#U4=`)1N5K)7677NEDH#-5S'DHA8-#"'2_#\1Q91P#-0P%1 MQ)AT75MU0AM/G`0Y=TE\!9"+;Y"KO`\2;F&@CFEHJ*FJ)"P.;@5DZ1: MJC@=WF\476%W*[HZ5TA9<:Q=#`88[5E%SISY#SUZ`)CN]4<]J]L@OV=0@_;8 M7=9]QU)O**LC>L5U0VZ^'`&LJR([81V.ZTW^*J,5.AWQ= MJ@OF$5Z?<3LVPC`K5LM2+GM',Q-57Q)!!'P8GW>"-W0N+`06X">B[;:$T7=G#:J(R)`:\_?DZ MRRRE!]PZD$DT>"4%PP6LBU7@BQ"D!+QE^L6(B/WC?J"+`M+#>*B;%"3T"X2( MR`W0>HZ".7&R\>Y33V*TNFFXWSGE2KV?3>+Q?*$O.CSLJ.CPC3W"SAE7*@X& MI="K#DQRPR'V\)U@MD<::.&9.4PP=Z,?!";G\,!M%<-%.8&08)/<49<^ M]/G;A%S][%W"$Q1$Z5(U/NV-ZFNYFIZQ*B.CX*)9:M'M8/@+NJ$GYBAC77P' M'`330(JJW%@E8J2O;:,U:V4/,MY2_+!\]$V^&C$6$UR;2MT]VLU<566_)MWB&%5RSE#R M%[).87ZIEA;0M_-2:1!)+:@%>WJ_DBD7^#I&%S%C'GQ?DX26\YOLN-1RD=MN M>\%(VB]')TX8NP_IQQR9;#O*.Y2A3X*T8=?G#A$UD'J$H!'Q4W[+&1>F%Q>J M%F=52F5@3A6$-NT3V?@E!K09THL68WKDUPVO*P0*-PJUH'-4Z(T9&*L3!:PF86#63*HD2>;2>?([YP?:3[`_,>( MCL/)\1H//]M+H_["C89`_3B0R%ZRO@H"`O^(TZ2ZZ0^ MGS"A.SP4&1,H#?\PF[\FLZWW'Y@(%1["^G71KA$^(@C&VJ!,-CM[03_GT\(O MM23UAI?P.IPM\^QA;A[2_%)<\[?X^D$^Q!W.<7PCGJ'1E"A/^L+JOJWC33+# M_0;P,%R?&AR%T)T&EM)1\7#M;"IECHI5HGZ'_K)1*DUS!,U1LI:)<0^,QD:326;)P?3G%U;M4N_E@ MF#5*(^'G?AK,,E^]'SN(/1OO&Q2FT.+'$5+B(SI#OV&^^U_LBQ'V+8A(08(< M4F?KG;Q,['SR;6152852;'V\*MADJ5"'46RI>5L& M6Z>C*2:B'1-C2M5&;BE0$QI-#"Z#>1K/Y=NQGW9[Y4>_7]39EX)'* MG2;7WYV\>&R"3>V2U!NSI&.&,AWYTQV-MUX=IY>UB3L\+EL.JZ#J%BB`8TE7MI4:FI&Z(Q)T7DB/\.)'C(GD,1' M(EN!,K;*\%CVT,T9;A*$@T`URW@;N1:ZOEW*T+):*+"@844O$2-RO9A;9Q[7 M+"AC[;'$F@&L77&V9W45TE1)6.2C-5!H86>Y;&-K*'V]6EB.S![V`*"-T1%I M/)_&S/0R)=8+)U[+>;+,,`6KX-$H$]JWH=#ZD,U74@;>[M'`L\#JFP249*Q` M',8ASET*16-2X*%`8LH,BUJ*973OJ*B7E@ST[[@*!\;<((DB]VM.-)@Z>2N_ M!E>X`,;T@=QQ\;TY1B._-\#Z^4H'.W)B@75MV]+45DRQ*6P%(:WOD%Q.O-BW MQTDL2WN18MZ3*GW%6^,IY4N5(BQ$:#BQ1HF&N`:'I`2RV)G5T8IO,%A7H6NQ M>!J"7*-F/50OG!J0(((.:"=+[]LKAX@EL>)![NRR@7!'U)4GVMQOE<+PS>EE M?2"\EK_A2M1DQ':CS#EKQEOIB.WM<[:BIGI&4O9N(<7C>>7!:.9VB"5(`LAPZ3M%HS3DKA1.*CI09B?XK`W^C?;$8;C MT`-Y(A^I[3%_+\,>;O3E)U.G6',=&74B0)?`29$`&0*BO^GB#!/`".](U=[L MT#5_L;`%)A4BXPE/W[T=8`M-.*"'UA1,VXPS:@ILE= MX)`MT-DZZ>>\@#DL`QWD(3JMR1'+(5:+][WDWFAG.FA%.XH_UE[EN@06L^S` M:9@<,4@'C?DXQQ/(V1QM2J('B?"0%IJ(M6*(58`DWM9S\]?U0UA=)C3N2G^. M.U.9O"1/')[;OQ(,\)=]36*D&_/-?==$,?GIW'=M2!=SLCN:'YPRK@&8FIY6 MD:+-3/TQD'!B7GC4YPF11HQP5WS,J=(^MO1[2&**3?H9""U]L]191FO$8-+& M*T*,/`6PAOU24$XQB)XN6E[]P'14/*6XJ0:56NTZACS`*9%F\MC`!>'X+21U ME&,`$O#&2B7:_;;%VT;K5?M.RB#+5[(<.+3-: M[N#A>ZMG@Y[GEOSVT^-[F5NL1,YQF"4BRQ,WX-*:W((^"@G-ZD8*Y_S5`=!T MU/IQ'USID@9])`AHB^3;^DBS$S2/('TZ6*1]FMDB*4<,/C2<29:1-0T169%$8A0.2OF@-BB?PJMRYZ79]Z+PX="Q`[PC MM*J*NE`?E.7S@XN.8#\Z"K?4:*VL'C&34^O^:VI&X8U4&^=KQ[JZ:NYGJV\K MNX5W$M@1M@D(6T?K:"[,)[-V(N[H(BVKFD+0\ M[KNNV2U%JR\_!#>XZT+(?FMM46%9C6%YG-*6[N>U!<=_/X= M[J/R0R.>4"W#03.>I2OGK@B:<)URCB?4W`=*,A/OA2/B4%T&BT26V*V;K(R$ M.+;B;\=6_'S,VFY#C]V/^C(QYPCT=3'UF@G=W#VN8.H&3TX/P;]9JI!/PG=0 M9[^?D>7;G1Q]"\/TKI9>LR+*QG'E2Y+$4\.Y?194BU;@+$83`ETY:51B;-'VP\0'L.-/SKGB0[),3XCC&%M?Y*WL;L80!MM5(@.?KD;AK$Y<6. MD%Q#5IHO.FF@3YIAUDXK7!EYSP[8XJ7E!X'4N1%H#3D$O!0-3T@ET(ET1UNM MHPR0L/CMVPKLXN%/W_=:0O!%]PD#$=*[0.VNUAUZE52*8N1IS72<48U1I^)- M1%7A#1_ET4CY4G8*`.)9 M-'_^-;]873P-+BPL:SKXM-A MF.LM?@N=1^FM72B2LY&1:^S0*`688J<_T@7.$D)T53:MG>IAZ`!IDXL&Q!4< M9RCE=+=DN)^O*(Z!'FH$A$.3SZ#S:M,HHQALPM$,1G;:19%^[)I\(:_(WX#_ M+'=//\R)^+GCD,!=+HD?93,S=@BB0D/!CJ,,#HBM,$RF*-31P]G!'JIRC%)@ MQ([)11;TU%P$KL;)E+$!3+LS+A`%Z$XC!8!"")O#Q=AQNN5"!,ML>XX@(:VN MT`E=JJZ[/Z-A==&FK@]<7+HA3&'?.N#,5N)?15$3FCE!JU&`4(247YA8>`J' M'?ARQS:I?_6;(]A6-3 MEZB]YW'$-EOL\59VGAVG,3!PT[K/Y<8NBS,ZP([4@D&Z$:N495W8OC_H'`O) M:G()(VO9Z;6?C6>I88>.4U(BUAM%DX_+`1M(;V&B-M+IQ"Q*DR^X:D[_<'92 MH?'?Q49<(RU.SG!R@PP_$%P^P[4[/X[?,^73.J]X+^B*!.9/,6$SR'(-2&G8 M"#&*K&'(QGQ>;8F,]G%CS"GWK&44X",%]US;V$&^ZNOK\5G:S#\"EN[<^AUW MN8R/XA<56E'I="5:F7J9&W_4$55?4.?NHN/M.Y)&O^G61#X0BXM=+0[,Q!+RLJB0KA M*3\>!QJFI<)LC(!5U16+M5#C8D(#)0LDW)7\\9!;27QE(;@N,I)K)R$T23#? M]TD5'U0WQ[!K!?%6IRCO&(K5,6J3451L`ZM%]&!^]5XIS>)K5]+>`$D;&2TK M!*,[8WYX'`*J(C:G_3G%',J8G'I:R,Q4]Y66U4G;+[4+`5GJ+1="@-X@1N,H\(RF8584@`.>HFGV(0*E_.!PC>YB-(7,?W5HP@=IR&GI70N# MNH*11<&;,5')S?L[_6S##Z:W%#R+G*%;ZB1- M[M9W-6'HUL97)W1,5P.:K$^0,L(4I070NXVG>YA^!^>XR%X>A"@LWHJ+'1SY M+\D;TW5JZ/7RI<=QJ0O5?UL)N:1KGW998AS.(&!J\?7)07-U<,GRJEY^V&ZR M[Q5):.2_&"('M=\L4*!HBNKB"R!` MD'*J^G-U2F*'C\\N7;$.ITEL_'ARA`*&0O?F$-=7LC!O:^-HE_+4N.5..E-D M0($1V5-0^%12JSK3Y_7)KK-!B)&M[)LW\E%DSFZ,C/KN?*5^.(=R+XHC*W]. M.\ZUU[Q`"F=NO&J'ET2C:+1A)XO5Z^T2$X?]OPW&-]"0T&ZY&:?F8*_/7((>#6"CF%O$:<7B/+ MU"K+[<&X/ZW@"K"-'#D!P(+[M800CX7](%2FR[%'GH*&3<*%.O,R4W8IL`_-A0IX4/.62DE>HT*/WD444C$/?(B&*D8*CW5%4D2 M\?:K!%$,:;="2X*"F2H*0>!1S35G)1GP3'W$>^=`!6'8[+IY$1B2O>?H%&>VZ+!/`Q6[@%_9:$K-4!LC4\;L4'4:I6KZ^,<3X(4T M>2'@5`H=0&]W?:!P5`U:<0`1^:AVH(Z3+3O/D,IP&.E&8(#);)PM783K>4J.(1&$_JJ5UGDQJ=*(B[: MQ40D]\T(L@(.\$UA[30(&NM\A4@8+M$1`/A9_0]K)Z7E7@MIR>&H&3PBGXOU610^&$D3N*T:T?>QS$;&.^%B&`JAM M&/,)*`>G-N-D-T:]:V6T:CCIQETQ2&H(51=O"^(\3FLQ=")?H9'"$GRX<_*- M'"?PMS#[G*5]'E:PSZ[,:-1,>F/NG/'2F:037S%%UW:T:WFK4`<=0H6WVL+A M,2.1!B\8MS8:#1/<*R<.3.B3`D%?R@-R&FF8K%G<+_=(>5-8:+)GA.QR*`3- MOD(DG.C26>&AT-/"PL<-R/Z7X)ADPEEB7M;KUR_8SBA!>K@R_.?/O3`95`A! MH-:8X?V^$.RN^N`5[.L+7Q2 M-MS^'A5]?^;,L@!;R%GUVXR!0^@R M&AC)6;RCYELJ&IWRU,)2VH&SJJ[^3&?/W9STEN,DZS1U7)(2Z!(%8`4^@YWX M@!1^&."$N066OB-7&J%4XL&?E.;*IGDW)@//D$5O5>W.=H8S$E\F'0,4BQ,. MQ'-45PZ'+GD8D+`B5EQP44HDFE=P^\2/N.Q(P\G^F(H"5Z_ZVHDSQ&#!!Q3M M"/%%OKN6&$?;JN9']?=+NP-LX"Q2JG,9]BC!`9"L&8U+("_D$D14XXJ$I_\- M24OTA=5&WNFEG"1:E+!WW:V-NA"YNE;Y-$MCL6V^O-NXOXTAIA<]9>[N!%12 MHE%?:3X`T`M+&#A()L^'FI+J-,,9:ZQ<)B=E!/05Y)J MZ==85IN<7"??F0G`LEKGUK2VJ92:67 MI1&AOPQGHASFX.==%>GH:+?^6-;(@0EKOH*\Q\9IQ92T0R]((B=94(0%O-!` M*@*B([J;CIUB4;#%P4?GV70MZ_Q/80\_NQ<$V''CWH?W8,H1XFVT`W:>%QR2 MT5<2C4,9L4NJX3L>'L23V-=+V30OT4)J$VG32)3D!U>+I!'K^3G"#,*&P'XQ MF%,E@49($7#CY31Y%=(2O63NUPE%@,C;?0V7WZ#9TQ@<+-2UCR1"(`]VN4." MVC9=_,BO57I`=&*XN-,!Q>2!=76NTI)BB^="WW`3&[P9IW\T-.H3Z:(:S7)3 M.R_CXSN=:+KFS``,;V\=AN'V'44!8UHXHR2YLW>E1YS$;3&=/9K&!*7?*TE2 M%3ZH4*%3,;LUB:@`6?#UO$&!3L/&FUUH%J.IG35BJ)TQB,L?3;V<\CX1[.S` M9ACU@Y*EIE?@-O%:A*I$3)&IPO)D<5.I'+J][IE%YU).8Y.F35^EO:J:T9/. M9Z;&J^4MS5'H&QI!+X"IR,$'@90`5N?,*&:^AN)0BQXG'$[=P%?>'FQJ*2%N MQJ8DC2-6)U30"ZI]'$A='#3*MIJY51JGI0>2\. MC[',0%DVJ'6H&,+&<3IB-%W(<:$UBNZ,PX)3?`!].SU6"T9V&K4"FPZ4A<02.I]-A[%B_("4YU-K?S]R M^=!(M9F*)"+R--X4N`SC/QZC%K`^8%#QF*/W"F>(^ESN%/,1YOTW)E$#EA,%;U M/E;-;=Q5J#:%YK>5MP`^'[)]TR88$L\?*KK&;!8D7"672`N'IKRD97U72W7G MP3XJT<6A_45?9UOX<VKBQ_<6G5:P&;M_8OK?=_=0B?*H& MU_X63O"Y#1X]#'H4/N9J5;>;*"\4.SFZJKGU>)"/HV'H"[GDAV?++@NS;O75 MA,IQA8L'YH4:!<`3[R]O:&%VP4H)3!87[AF.*L@VS"[TUI"ZU@DDN:M9DPAIA`H&QRJ,)!/P!V3Q9:UVHK6^= MLD)S-MA<5&D6Y7:'D]UYG>(M8SA9JY((B6VU]FOBY?FC%Q[^23?-8H/8KOL( MW*_D>U7>Q!70J:(O#H"NY0:,ON*@F:;""F*66Q`C!>UQ]V>Y2\5(=)R)W=$0 M@C]J@)NVH>4^^QZ$HI]^W+TX)7@4"T;^@`"DAA."?`&,#T+3@2U=Y\0M[4(B M>5EU'^(P+?.#14[7GO982CXS9_BVIA=$S*/PO\..Q%45:N*/Q06YJBQ'$[YI M4C:62G:IO2<\5'#64^Z'@*RQ"ERD!]R#'BF3"`C7C!\=_DU!)3Z@`N/D0GS% M'[-,6NKFA6O8KI-;8`/%X5L.D(7<48:T"!^Y_5@ M7&%2#5D!BMPR3?`(I`OI$M!0)#$#'.P\(RJYA1J"F%%+@Y]&D01WN'Z:;!HJP MQT707>0:F:AJ!B%,(GM21C]."(G)2FD:$P$I;W7PG-\J0 MTSD9HI0O369!^2ZA-H+O:/FNV7.LST&T:T+!'3]14_!*'+%7Q%R>*(8$ M[KCNB9$;]X$JR06'IEY@_ZN#.4:WO\FK0*2XP>L"AD*ZZ%*U>Q1`0V7&"VV1 M9\?FP<\'9R_Q@DM5$DWW!Q/=>UA;=5RV\,OT.$6`\'%-IRY&-@8$"=JD*9R^ MBW54=+']\3R#((R$+F2@G<],A06DNI M,/=-"<:_TS*UC2N*F,B,D8I^F'7M*"X17!X79P1/=+U$";XRND]A4VI.%UX4 M.T'J6E((2*=N"J!D!7$;.M+#D(+GK[#IB3YBC^HT,"KV0H[EM9@;#;XC)X6@[9^,46 M45IK+F6C2(2:"NC:U^/6?N*`V'OV2K8Q5!7::`7%9>EN'"/ M>IQ]'4[B^1(#:>MS]\8."E(6[6_?O:'?[*:AL+#_;BF_9TE$*"J3BU/NW[F_ M>1\S\O<$T=?0^L6[S4".[W;?!<,";;^%57Q-B.#D'16+LQ7]-I#:H5BQXVL3 MY$HUKG!CM14$G3M5S8SC7#[7DFB;//UF&#EHS$U_L.>EF6U8;=ZH1M\[$)W6 MN0_V/S&EZHDI"(+7.)%^)U'3K;BXT9,CYUT=\+2LS/2T,'!'.##'@Q6O$,,V ME,27]8<987LME5WG9S%AI#$5OPRJKJZ;M#E`O@5.98*!4C=ZEV5``E&&;S2B MBMW4\"X%Q,*`P>^`F"]SLZPK#Z2SC)A4VL&UO#X&A0#Y<6T5F_+@[,MZ3.+# M!44:D\HC&XZEB&/4T0=(W7`5W?KP_O'QR]ORAL+CE!.F_+ACU)5WN&=2ZJ+2 M.?SXO9.M.`X5#[!V;8K7`HT,0DNQH]UC&LW(?!<@E[= M/E;NPU.R"B'?R1I3(L#IKLP*;V=_;2S/G:=GI;H.4@>E6N90ZMWNT2:J*3F8 MI`J=D")U>^,IJ%+B'&&G`]L.;)?35LXJ)X7.)(@BU-Y=T/!4VA2)MLZQB!E% MW!%&XG@X>Z&JH:LS9UE=7`N+MN1@0+RO\WZ:/F3^A@1X?!,ZNJ,#_'$<(P;N M?V'YR8I3,H(4+.CGA;,4Z@\%?P.]BD9&0U++8<^5R,6JVW:RZ_=X!P5F0GT4'OV_N=S2`EJ)?SDS9#,J_ M($Q8F2',BRJ:;NEY/?'-4$O%66>OJ-4OS'GV>V&BVD-7HA%:_2=3;JP$9`V> MP:$X4-!"*WS(&:%G$3#DM&S66E-=0B`,K'3?S%:3&RDT!XD)?PI(P2QAP,&Q MF$<+4IIO3%=*4VIE@IA,6.`I792!&<@2`91^IQ[*5Y,K#9ACX1@*+UF`??=I M&@;K-I$"Y5<#VM?JM$W:45X/3$5G=+07A.0KM2^AA]$LIC89M(QZ:1W>C7`&,VB)OK0(1+A[Q=$ZD',!$>L<3 M0:&TYH`W2&8()^7G>@D>)CH:K:\ZR\#C*U:>Q[C(`C>^4;N.C8>DV9QTGM`P M_T^.3EY'(+<#H>1^(V:`B!?76/;[P@5^.5E[OV)CRT^UDW(YB@5:^.7P@U&= MG)TJ3HL>9K^D>(@87,@H_15W^`T8G*P'Y2<2)6`#];H:V5OGK[C9C:JE5N^2 MYS>'KWWW*JF37J<)HP53.YV"2[]\FR5MM]/>D'^+F@C8 M&[\4F']+/O"']UOW"]CTMZ/4#_OXY"-<4+2RQP?VG'BW.?1XL]?%SD-=8BI> M[W_(>@(UY.091>8VLN2Z[[X`5"V[-EPS*"!L#2,GPC(Z&?N1S=W$6%4^Y97X M'[W/QH`K][D#(&R**!8Q\%1QCQ2\>,-(5!HH"V5@)+7SSTW8PTH.+!3[#""? M?_(OXTX?7-2,,5W_-SX6%,;?;HP_O%#M"6D>2/$Y*!]E!*%59,%3TZN)'#F: MP7YS\;ZN+-WH#J,&ZY=.(X7B_KB)OY[)F:D(403,QN>/4.3& MWX:CU4*VQW>4/#'^YMJ1\48-7!Z$YYOV8?:?DU-P\ MAQ![@,Y>__[V\]L%;D[/7N\3@!'.WX M"`)X3H'4FXTO5?'Z;N/)DX?C>PL'?G=\YV&1CQ1`+M#1%>0@AHZ,1"FR(P(^ MC_8KZV3*IZY--=.FEC7SO&%$1U;M=M)K$M.U,*9ST(^@4JXUO'/+3H[";L>7 MUAVK/L[&*0A@NTG&3Q]GBI_CP=\>S.CP/K=0]/^YZOVGR!5AH$H*/*82_>3. M49Y8BMXFJ#H@7BH>/KPO?&U!/BQG]""+^X2R8=_+WWRWXAJ?#*RHS$J#P1>KR?)N8M375"Q&Z'\T'@DJ9V1, MP&9RH7":NO98[S#)&N0JKG'7N6']MQ)Y.%@YE#('"0S7&C5EQ/"YS_0CUC8Y M^CFPAY7L/`@-P>8,*8U2G#?I_1D$H]3\N./9BN;+W5_KR.7J$C5RTPA'\`MY M"9J@[:'_)#!WOO$U)M)^U9D6>,MDJYKSJNT,H%I&A6MC^;5&^V$]_(?O=RI5 MB]YE>ICZ;VTL,/[/;&@&U5W]]F1@61(YL!B@VAW_K\_M"6L8=_/EZO!(220S MWO1$)='.!0,9L9;#$AL_?P@ND?*!0Z:L=WSCJ9+),:RX*,5A%?/ER+E9^TT0 MI$Y8Z%)I22!<^\T3FU!=7@]V#&;UH0EL7-17W;-)P$)ZT4>&0G0T-SYO13(D M]WYQI]H&X0B^\=G][I=+1/3M^T6J*7/XL_)'B+CMS^O?\HRM MVT&5>>,56?;YKA=]L+5R-_,#IY$N8OKG@X"\WE?=6Y&]=LOY'K^RJK-H+WV- M5U#>CQE!V$`;\86B3/IRC+\Z^17:&7_OLLO&1S`)V-_9F>Y5'Y_I>K`9&8:( M'E_E5_+P_WL1MQ^\A!25TDKBJBX..5AWE?-HV2SSV=1=NG92'06/Z]K>V-S8 MNK.H)2^/+J$9FL%FD=JX=.VJ14+-Y/?.UI9FN+LXPTZPC:NV/:ZYPHN:X%\% M8BV:*:>S2FWHQ#'.^KA.-CQ9AE-=I$>D3Z_ZFPQ?YOZOWL;XW8.+J6U@C7CV M4H=RE3O!G0\;?P@:MJRZX4IB67?:'V+B-SYK:OEOP;,6[.=MFJ"M%-8O M\0K3CL3+58>N@&7Q<3N=-$ROZZK/Z/CX>G2IV`A18B?E@CKY?U4W01Y24_WR M'B,TPFP"(FM\#NZ/`*`IU]><+.%P-C+R^.`\B4P>ZC88K] ME))"A<]E*IA@K<*D2!DG>HI>Q"$0FCD_>&UE^UH[*7NXZ_0,9._''4H#UUT#&X-+R\3[XN6JIY]7>#.&"\5&L,H.U]>,N7H"%J>\E$Z:VM. M]36FJ!K"^*[.MDNW7]Y#S6,-3[G>QRXHOC*7X.FL6U)?E\S:1\+U.X!F@ZA`- MKA5EOX%K7?M5I49NX@]+,VR,U2PCU%>1C2\6)`8"%1[K.JZ.6Q',$37'2F07 MF)N157QQJ)B;Z3;XG/[8N($4SVA&/TK')$JAGU1@U'YFRU.YA+%,ZC!T(%^5 M)%B[;`EMH#>!ALIVB/S3;@?P+PHK+;_J0IF2Q/:_4FC"9>S>P^X^6=(:%>3Z M\4!Y^457!Z::TI[4DEF07`Y4G4VG?64;B/V#E[J;S*Q3(*Z9)RFS8)4P1S(: ML*02TVMVKS:VEVC?@TP7V[D(0B_PD:H@.(OL@OGFD&;HN>#)4+R)C&&W]H5M M<'R1B^$-51>+R3CKK2>?2P;0ATQQOBC=*$J+"@H,,F0F_188<>&2=VC1PE0!?J"WBFK+:OHVHH?$5/`<49+L9(YK"_6)"(G^N7 M-MU&QKYUA_"HRXM^[;%)']['Y+]YGB^^X5;7`.D6F"61!LS"_U"J MRX"9R!C,%^W)^JS5LGLIB5W:Q+?2'_,02&<\HTP*C`IT"X<4@]RX>[\JO\;8 M&W<_KPIPKT845-KN\'K!-S!)&!RW%\=,:8+[380&_A&;0?F-@LWB;%'X3K>2 M_8_<+A+?P",O&T2G[[8!BO%#=4S\@GVUZ*."GM'P>N,;1Y27G4V^SKM'JFM^ MM^8UM3'8W7BFN@XW=23[^G!F?S]Z\/Q+RA#%$&T]M#S$3M1W29=1)-XJ=$6* MKO>H:0UI)>E!AX`R,3+]##1#CI`@L.FN3[U.4>^J#Y4$W<7M4$MZ0MYRCK?" M^F4NJQM`,@C%H`WCK!=P3GP^LA,0>&]W:?Y"SH.E&8.),J`D6F00:G'%2DPD M/-,V)`\7WE\=S[Y0G:/+:[V_[&JEX:]<^56<^HD"(&27T,;@_ZY(+%'&)7Y' M2]0499%V$`?D2[C>24.?Q=AG\Z@J%V-=P])OUN.G=C166! MK>)I^JZ,G])&;7%-DM;#3O@D.%F"SWJJ>%0'>-Y14Y@]^?W/R/ES3E5DWK:- M9$8&.6R[[@BV9OO;;/_[^:D&,FK>\]6I-"R@CZB%:JBG5KR5J\9R!F]`N;/" MF[K<+N.HZ'@==8$>DO:+0'%%'V5L$NBEYE<'K[^=X'Q^"R/[W#W26963=%ZI MUV9+:(/[>S4%^!=J=G7(U=AIB8@`^@4NH?4(KQ>L-Q*(]@@/_B0+5XQ#^4Y$ MP;H"_MQ4A422K&V<'@3B5.BDR:DH@8"*4=/"2M&U0]&TB:TS2="5,[=2P^N& M:K0_*:08"'!M=G$:0AW'BVO8KQ=+?`2C__#>R28?WG_3L?H/[W=G8?,^S&@? M[L;WRBX>81WD/O[ZG:G_P_O#61+&`RNVX_O/6S.D\=$W^.\.+LX_O(=$QV<6 MO^./#Q2T&W]\;$N(@K7Q0>,GXY.>U,9G#Q85NL?'1&-F,BQUS0_OGZM`>QSI M9N%,GZQ[6)UR6)W/S#@V?/__#)N(KE0<)-W:AY#2C&P;C7>F@( M=_?#^T6*F+PX'@$+'7\2MVKY).9;JNR.&P?,=^A\1I[MQ-.R5^\8%BL_B)YJ MJ2[7[,A.#S*^#I??)N9M2UJ\W?TOBZJ+@]?.>EG.3O@8-7/$I9TRW;C_NLKQ M07#G)=ZD,QO?OKD[HP8E+,_2ZBXQ_49_8KKT6[H@UX!0T@SK;XJ%-8!Q+8X5 M#^T,QG>>N]^)[/IU'&,)VJ/_<8=M]SKYA_=B\EF+TI,V[2"IR=D[((NJN=/E MM]!5I]H1/5TVW7I0&?Q9G>3*[GQ=;TH1:/2"NT-J3=1%QT4`G>;3*346\%+# MN\?9+G*B01`VHW6Y?$WH*&@.*SEYU+>LMLXC4V/W%*5"70P1M6O.J[>1'2B?#)"*->$\=_A79%+XU0 M[K<_83S4)R`31:-V$L/0Y/5C+^I$$:G4Z%/D^_U1;\JDKP1^Q7)L$#;&;#5K M=(_J\M]I7Q9^D*L+EW->_Z),=Q)BM"T[HO#S_=O!/I&1D0*)`($-[CI077C@ M!<0#E%*9'1I<6X;=KJX6@?7KW.,ZQZ,^KB.JKM M'E"+F?):4\EVB>HZ4('UH7_F=W3,^SG"/X'YY!?][1QK$\4?PI#FZX/0SQ$" M@#0,Q?K]JR.<#5'=H62^Q#29:&2-V0O),OL)]T%%W6H/4Y%CTQ?ON`LJLNK4 M7S&'#Z8^CF*&:8IKJZAS$KXA7"]^WG@@;7U<:AM/-H\:2KOR%QW=).,#L43# M8V`^PA]B<G[LDJVO1-4P%XPJ5AHNK,`;9=LMP4@EM3KRH36\\*ID;T:S(5EKT,0^ M5XZ<'>X%HH#;!Z32IE&FOXP'#WNOV:/J["#C.6LXS*M9*?S%1&%7FXHGNCJ] M+!G'2*I7Q[F*HL``$##OTY<7)WL0`U4.-@LHVE[1>C7OJS8E'$.`;VCAJA!$ M'T2JV+8$F,".;BX!9`)?A!4.>!7U;FR7N9_[MWAU'H]:@F?><]$.3O1]K:/K M1"CMF0A5B*)A?:NP-1%$M&!V[0R(H`SBJ)4`18]-C>PG?.;`AX/=/2H8:S[9 M6N->@O&1CS3X-[?O+_H!/[PO1^2%+N39VA?4Y+E.]Y*Y)X'XB?4*\_^1(@21 MT80/54%5..H;\6'\`(VQ!D[I_""S@M;X=!D0(@QYY^5KY\(K90VIPS>R1*_/ M9)X<'MKJ*#B6C0%$P'YT88N^:]!V)E`;>2^!AC"FZ!+\4]G+"GR('S($&@E8 M)?R`E^8,T'&()(D0O!H='\,G"&3,AEK''&2Z.RWRLT*6#!31DT$+2Z!-!A39 MPF+P&MI"3H#CI;`Z8`?UV?QIYX'3*PQPI4.>#9KV6NI!ATYM%>L#>"5Z5YR9 M+/EQT9,$OA"\'3&%IKIQ,P,*Z"0D:*Y;;HT%&E=:,!#=\N`TC28XK+8`6U1Z M"BCE#1615GKW15ZBD!3\G2&=!-_!IL+3RA8-(\':48^QTZ'D\UT:B\0*MJT@ M;QYY;;FG6VZFDVBU-Z;YB-.7%/SR2S5)<4@WG%FYCY9C`>&L5SN4YD/X8?$)[;7J&@JD*//[LDF&DW M8O*RY!615[TD,&0B8,>%=?1%96Z%JZPDNCD>T0KR+W^ZV.DZ2$@?]::6TE:K MC"QG>M?A>=`LD:,/5$;X6\T49=DX@I!+\8JEZU0U?AV0IBBV!L,"L3IU*,28 M4J"85II237\W[G29`MW:!*JO^J#R-+2+\LD+^WFWDWA)QQB2R*9?./"/9H7= MJ#[?&9K7-'44OA-'QEX2@$I_0P?#Q:DFRRE932TD$3GF4HTF8/NG%)T^T/S<=<3PV\ZX$@I_("HB]9_5O+[IB9 MBV5D3%MK7%3AGN541FQ.9ZO`/#YZ@`MV[E>MNN;X^N,FR,9']L!]>/]DL112 M/&8T&,=]+G.9DALW(]'P^`G4X\""M8YD7.%7W#VP])M03`TCD!3C8S2.J1]F M:8SI&\(F_'S*7D(#Y8*V$#WA!<$_HMKZXCL5':PH8D)U`O7!.?78.);Z+R._ MLQ&,EQ(=\`L[)S#:5.KKL9?T80=HV!/#0BO?_D+[8D8J#V,;C^HV1H`]/2ZF M!''#M"7DZ>D-(W$F`D/4RN\>'V"2PQ=LD0@:2WNQR+2UZMVP]>XJ-T*ZSJ*A M%=:!E)] M/>&1QM!E'#(][61J>[Q[YRYMS;0CC7^_Q?++H<+/3HY^U&>1.3:?YIG?.#A+ M90EAZZ`#36,W+A?+8ZE7OB1MMF=5[H=X$MJU2C@<0PD5T7A$-I4(G:6VW*_;/= MGUA4*&QE43/,^U*!5EW1I4+O?8"CV2I*\T.)AG%'^AWN2>R6DANGW^NE@N#`&0H]=RJM1*$75J4C%?'6 MQLT'^&SI"46)3_AK:KS/D5M?H>B;?!)4ZK,DQR%0LKM7R[>'23]Z$#&0C"!C[K_\?C?.E!E^;8Z303WNUNQ)?$ MH!F2Z>[<_NS^']X6_H,*/NVB?7 M4'0^5=SZ@L6#HY@NU0,'79:"+*,DFVK'8',P(DC4*"2CKKD:FB=K+^_AZ6AF MMB!3HQ31S%NQDLH,IC`:@(`P&+TP\+>X'O& M@O7I6XY(L0OV&V9_]%'PWS.;8?G@<$6,H/4E3HT%M<-"&6]N?M"_#1\I!J@6"WL]SM[Z=$$H/+3HXY`MQ9/^3(#>HNJ%LG$ MH._VSD[=53+-`U:%[\Z>DGW49.QR8B@D M-O.ZKCZGTMXRU.3/+_O94)E?(PS";PD#D:\OK1/7D%ZDTKF(Y)W#3R-X=$)3 M.`(87G)#O,(SY&]4\O]6(X`+MQRI*EH)"E@_T19@4UJI?-.OT.:1<(D<&S<[ M25$.EO$1>IY=0FNFZZ#MH:&(<,TJ%D9H-D<]$ZE8-!D\\K;*8E@3R[,;KQQ= M7&S(J>4%2HA,>SKT":FCN_JYP61$B]L;WY\F19^0EZT457"`3]T7?#80NRN; M#I[:D*FX5^JLDQ,>O?P!\9[#CRLSB]@#9%S`>H22@34?&H7.)^7(/W5BQ"$. M%X/@.PY&NW[;9?"+&NRP;"Y"41-]#!19QNJ(Y<6$!4*#A$=_T:7;6GYI\P^< M`XR]N&T67)`.Y)39<_I4O]7O6]0G+3JI+Q5>R=U2"M1#[8@E6446@LA[+H+G M3[R\PH,J``2G2AQY4LU8D*+(5D;'PO:HC.Q\7XW3YV&A2+S99(S]Z>VMCQE[NQ][VW:TT]H9>LE.:PNHAEI;#B18=3FH6 M'4"*R5`:9"_\Q4[5KCCA\$\[?_F-VFN#2(=@$Z;K;-;?9L9EF(D&18=F-`FVE52(&H6)25X56^\!P.-FR^G#&5.S8VK<"'ACRAW]>AFP/CM MCF`-0&8K^#V/0Q*\4^V0FUS1&XS,EK]RY'0F?T5]1=UQ@^`*NT#D]-O74<)^ M.29F63P\5G*8*$QU0H7X%=`8<+QG5%[GKYCYA$S6G']_\"P-%HDBG#/U657& MI-$9UQU\T1X)$E((BMM"#9V+!O+_J_*HHRE%F#5>)-:.&J6T/"(:OG4P[&G(*+9J#FM%-+-K%;U<7#3RV'HG^MN/P&\R:'` M"1@@*"0LW)4&)=_$9H`12_;MX>HMFM1U(+'&*.DAW]0<]1M2J_?4@0`UUM:X MY/`U;Z,()N/G22]9IV"GGT_,.!QM3KL(Q9X4O).CP`[Y M6#DGHD)<=HQUOH\;72C32>PMLAV#`LH[1F9*AU5N'?H.V'B.:TEV(E\:&KZ9 M"S-FQDH>B;(`I5CGFO@W2BY(5%GH%:]>,&.@T&1.ZACKW,*"C*PS# M*D'!8R?K4!X2LJE9=FM'?[#46<8^M9D,J.).!W5]Q^N20%CG>/W+D%[Q``5) M/:"M%$FL&!`L#SA_7.N1:/W[<$WWI^_IZ>.F3O.65&H:M>XS@`>2CHM6E'CA M]V6]MQW,,,SRZQW'NN[[12X.[]>&3?-8M[JY_4O-&CMMT<#6M%GG,`XX:S@= MD??+/[H>Q19)6O+%HLW1_9K\9#=U;[OV77(/#BIXHWDAZRD)2*&O'=PC&11^A:@+^^VZ6=\D6M M3"WI]EG!(9E:"B$B,NYX9`1,+U',=>9MI3Y%_=01MM"QJ2+=Y4JNQ-BXRTI5 M:"@YAK2\L77K_OTO:C<7?7SCL\]KS&3(^!M/X.FUHS*30$S%0FG.6GYE8R&O MVO,0?'$:O2^T870Q#M`P^SG&@<+!CFJC2R1BO!J9NRJ^\^+7HC,C%IEBQX#W">G:Q>OP$%MCXW!XK1FG<2>&-% MJJF9"I/DS27=%]0^.4(8258VV+9S*`G4T8@F.X^S8+'T MVA7<3?.,(-0(K1)C!3E%C#%A^K5,1*8?V1>1V!L9Y_L^7)LL>ZI:#0*53VDZ70<=%/D.@7/XJT6 M:Q!QH4)"YIFZ(Y$RS9\%])/D0OD4'UKF),C$,'4]D@*O2QI!(I1A3$ MK1V@4KX1Y5N)T6OEH8YZ>)7E@G_MC)+A,_85JV\>B:L%GXXG=0N`&6*M]D?;T./B3=))_$[J M==>P*>`IKUF[B?MQWL2M7,U/9B2PM3WD/.(DJOV?KAQN))079@I]OW5LP#I< MP`-?6+BKP6&7&\S+M@&R1>6U9R&!]G-13=YS]E3WZML,A\DG$C?#,I MKAN??U^O'W&IP/@8XEUWT;R\5#_VUWV,WW87L8^/%'T/_["C/N/CO0,(W&8Q M%;.MA<",G87%8_S-%P&)DU>[TQH'O_+PQ@^N`?99)73B*E48:`=5)\]"^N!? MVB(U.*4`"4'48$T^W`%<%@R!K^#7D#COG!ARM\.+>`D&64J['%05VYFE>\QH MY2E*I=TR>/W<;Y.I(/._'IS@H3G%18`]\1IOXPB)K7L#C?W2@9XB;C+#"6:: MZ?$LHFR3G'KR`NWJDF2R%%"-FJ]2R6;'_(EL4:7H&3XE"0O*!^G-Q]NI"NO3 MED>5.I$2\,$2[3?*#:,!#J\^I!_**QJJ$8QTZ12)@WA4<7KC6127U'#Q3MLV M1$Z6"*3P#2Y($@,E^I]^]8T"N>S2%8VM/MRS:`H?"XZJ*XE0L_YJSLLJ.QGMX%B=?P3Y(F`E M]C5"9`\9/SOW>$G(X`6CWK%4GDU2GZCUWX>]TJB9Q*/N=F))$'*4)L+<)E+B MM32HE/&H]+UOC"D@BJ',`W:A%AW.T.&%6CV(!B[,"BF%5G-#&ZGGMGP#=8]21.#B^HN5QPUU^?IWWO$8: M56I7DCN$82KUE.,N2=$B(.<'^9M;?M,!;JB0X<1876KC#D4S`*;@P&[[F! MU?7:.TE'NWC=D_!KJ_U?F5UUWI[ MP@NO]<73$8<1]TX8'+[>>:8F`179%(F;'/X$9?XT?CQY=1V>C!\EVHS%3COR M/V=ROX\JV"6X";^9+`,4&L9*8\5&L1XK;# MQ+/[:F;<-''4M:$QZC%(M124N$^\C%A:B&&W7G5=B;W5[V MPZ]_!Q2]4;WI$K,3HWFQ7;AHQWW%8WZW>X@[YIO#AW6A]5VOJGS)X[,N^H1N M'NH4)6F?%K7E6P<&8``3R*?7!S)\7IMLV$>"RJ!43EP\1S.]J=/V>ZD[LOM? M)C@0LZHHPG40IV:%5DHBAZ`3PL\=+1K4:_3=;=V8Q(&DQK5.ZN%Z?-U,%-0# M#?C+3.D03TXMG-C0(XY.UK4T_\@AEXGL6]R`;RA>('GRY>[(9)8_^7JE2]JN M]^Z#(QPL-*&MHJ.1@K8A-,G7=KJ]&'M>RS._Z,5;GWZ.ZPP MU-ZU$'P$1T='-_RV[FIUVPD_EBFB^_D'37#7<]2@R^.=*5THEWGMI>4Q*D>ARYUUHJH%TR,(&Z MBP=4@:@SU]&__H$NM^CC?OT/?9KPEOZB,5R(N+<'__H'_W+VB%X>\>5#LJ?W MS@[UWBOZWA.(\(!W/0Q16'R)_H$F22=G^O%/9]]YF=D8D'_7Y+]8/GPUB\?_ MKM:;OK%^O1<[WST<.,PR$PPV51%F@I#3`02"Y3%N;E&LV?_GV43.Y-T#DU,W MM>':$.%-I9(RT6+B#L:_77;RS@\G9UPES#)^($'SC##;;/+?,S$96]"-X,^+ M6B:5>0(YXL,G/\,DVHMH:"BKDM0X7/[&EW'GJ+X\.WFWR\WS\HHX^6B3NAB^ M/:>U>*0RAF[;:P6S[?^&L(=";==\M2+K[VLU?I_-_KL"_ZV+4L[?')Z>)X^= MTM3-NY M+08,=;K2BQ,1^0;]]GA_E^`B6I]O%)`*>/(NW"AX:O"%1I?7@C.M_<3SO[T[ MXF-Y/.I%<%8JPFPZ??/N7%T!5;@G#QYNGG2@ME%GTNB);O;6_7JXB2)XY6\$_*Z%_IMF.\BQ3I!REO7+]@:GM6H5_E@+G^?5 MXY?.B[MI+Z"42"O7\O_(E>F/%/DER^#X]:%ZE[XZ%)T'"$M>H2=(@TTL`-FH MWJE@C*K\02T%^$\SOJ]0*1WF16/&S#9'GHLF/U;V9;K#[:@OAL3L7&5-]G9, M\Q[VO3"CK@"$PA&+>25W/9X5W%N*AX1YDAE9S^A/F4'Z;^73OEM,%_TE1\W5 M)MALC5OWR9&PU^)+&T>*;Q;_[WABG;.J^J&^C@SDQUZQN'K M#^_Y[C9^O3N?X^?4GLL(MIMW]\F8Y40Y?)UXYE<`.PS>S*^J+ M]F>70D.=<59L^;QEK#LR/8Y:L\T9FD2,&)J+88T)5X]@[VTW<[2\1XC(WOSW MU?$!_08]*@5\5XW*E#8RC?RPM'C0&9;W\H&+U=MOZTB-GC)R!O>&BVX;HJM4QX$)4M@:_GEI&L% MH?%,^*E86'C]ZT\;NRO2.,ZX5R12IWHZ6`=^SJ*E^D!]L)E>'T])N]26 M!A\;6_!HBW]3=0VA]82C9/[LA&HP1>4(NTGLLF#^J:S8++)I&V7M')T)<3-.DS.O M4E.P(6?A;06;+T"!**B-B10\56F0^6=>XW8P>ZIO3%E?BT22@ZDA12'[('): MA03+B,Y/JIG*92COPO9/IDP#V]9`^O^Q=^;+51U9OGZ5$Q7T;1QA44@88\K= M1,@"JKB-#8UD5_2?1Q/(UA22CBGNT_`L/-G]?FO(S)U['PVXP(ZHCNARH[/W MSF'EFJ?,AZ71,VVN M44'7&EU$4Y17Q6)-I!9OPEK&P/O!OD`]`_KFX_7_WM$6^O5)JG] ME+^-LR8\L()BN7FE+\`BH7V<>+(_779E M#U'6YG,['HB;8XYA?,HWLKG-8,@85<[&4?"M+I")>R53GR M2I[:0S(ZL'J@,*:U0RW[+K#ZUON7:3!$,_=?F0RUDCW(B^XTBPK7;X5DUL-, MK^-KM6HZIO#U"R@@[GB.J?-P&1)0D0%%CE@T\^N/SF[X`LR",Q0W01SLQH2B M,22.OK;KZF$L*X\5&@`UD#H0"T"R#F8_C)-QONRJ\GB)D*+N_"*-^2J.QJ\`AM`8&S%$UKR]Z3>X]1%=%E M>)4H^A:L3+>:%=D^7;FCL'24[E-$7VG5]-7]#^_S"MT$P564&KT;"E)5YMDP M@4WIR:06JKNBXV]W54#@F2753(Q@C+K*Q1A'KB3ZX#I9Y@+2JU6]%M][MK=4 MEO7FGA,XY$_?J-[+B"R$M!HTD M)1#*=6@1K*"TPQ+5[ZV8OH4*>+&2[R0?DO)B.F%4A&]K-O$A21@(T,Q)*2K4 M%T7'/97H@%'T$=5E$_/#%9QU%\H*L\MUS`%02H^V:6J,+DH.*L<.NU9'S9F5 M*<&&X)(X<`\NV`3>6E9M%EP+`E@J2:W6Q'4%)GKD4TAMI,,`!R_4_TXK7MG< M4>4["5DGT*@$"+GC)SF!=^1T/U[]/S4.:G?OZ?"F9IX^8)T9=#5TUE<,&[<*Q5$ MX2U9]D6; MO3N`'ZG+PQ`H?C:)AEDCR*_5DBF*&4B?Y';^[RE%(3!0/]0N'VTI9F_O09<( M;;G*Q.5!4WBF%WYH/N0CV(G#!&2,,RDSLM?C7U:*8[HE&-7<00);ED\]>B`+ M>>;`&,S@&":4K;P\V4>Q-Y+8OR6"WCI9 M(3_9E5?E&C_9VGHB_\H0+(5R3LXG9A?F=9;OHD8@B:L_LS4/#>(#.7*,+`W M0=SA#-\@'/2K49*T(!SSS8?.ZR3B?>GH8_"BN@XKSFL01=LV)&@8'^A%)-9( M&\)S$M%TC6O%"()KOO1SV=6U3EE^,E\T.ZI$LKB`(\O7JHTZDL%<9$FZ?R-- M%S93/K)A##OS`$)OIMX.AXF1"1)@/F)A;?#SPWLH`++$IZZVQ-E!'H&C)$]; MSEO*$M[`Z%:XI.V,WJ%R\B_\[C%W.VC-HY=J%:EB)]4\+0>#2C\I?$9QCD(6 M`G#Z_):)]T(?]"*C^@8J-E-Z=/V>W/F(\IXO]MK"O_4__%3D1__D<323=*;9 M/_U[#\1E\.D_W&JPM3)V,ZT$]VD8FE8HF9ULTG`%K+6V%W:JI'QC94/Q M8((GGG=?1WL6IHY'C*4854-_'V17(;#;!4X`]67F-0 M!0KH;,)#%3)6KAABH3DJS6'*GO%"J?2P9TA7Q@9D)$U-T213)B?AHW5,37]G M]EWZ,)FC'K%;>2F+PI/0[EATT*55MEX#+;@(+E<'W)=1=RYIJBN2;-%K]^\\ MN/=O6N6]AVJ$/>(RZ[(2#-4P<U2DB[@8_O+*3M@1:M*D5S\TG&XQC9K2EDIV^DP.<(]YV%+:4E,-5`MW+X M*+[="B9VI#>/R=ZWLB`H2#\5+44`+9&7,H&AAI>P]&-PF^&1?4F&9D'#7*F40P!-G0NZBGK")69 M6I8%T@8=H2R,B(-,_Q%:;0&!\KDQ^4;###TVUT^UM\LQ/[Z1C`I@":B.\?FA M.UW"S@#(-)&BA_'`W:%M"&'M5PEO=UDQU#1VN99QW97[%5#&T2+K1(LT>]JO M!.QE<"HM0G8`(D9L3.D2(R_N?L\"N"`^4P*D516M'<<$0?FBYK`0_,`)*;OB MJ`+068:Y-5B\R0J[000PE0%T9<;!*88>KJ&\KE,CY.]F928:-8B3"ZHCI?HZ MQA*8CYWH5(A`9T!#6`ZU7%\59"P!6?)?Q=^=R`5/4,4XB8M`+=?TBDL8JE?V M"DVL=*:EC?"1"`XR(6A2#"Z8UYAZ?OF(LES^7%-\-'$1W.4`J@DPBL'+^? M6\7-M.$>2=27JIWS=DOJU-3")=KCY5@(KN%,'='\NGJ+S7T7@+V)$`Q MRGC`1D=CH#KI5**$S;?48L9B'/@TJ0H&V?O8)7L8Y():4;^!96(DAFW!;KUS M#5M/;J@TC6`PY#VQ0T>%-&*U\$9+9+X6I:/13GJ[XY0;V9`LI"AR/H=#46/[ MUK1><8OIQ7#8=J55O)QP.#?5!+`VH2ADH(LXY^EI6L5`482R<<5KW"(>%:>P"U-A)H8WD@107O"_,S!@6B;F)[>6\UL.T9TJ"OP(0AL M2W>PR]_D5.:(^\5!B!9*P>WV5E>\SHT;:U[KJQRZJ#BT?E,9A1JO_*BZQ8N% MKE-5R:-[[N3+/$`C@A]0`JD<`:(8S*])61C_I\FEK)DGA\9FOY"2E3=$UO"I M-?SU'4*QV5L<[A!^`MM?=4L8N6<_[%R,+MC<-^:ZY^<,#]@_5L)MD_V+2% M];\6)F5BNG]J3HW&]=D_A\#/."=*2BR9HG_\HHD%#>D(4LC`1>J*HP8)?\6V M@!7T@SX)[];HP=,,QXV_4(A\]/Z-5G>O'_0G*!L^92PF'7`0D3OWQKL;?1_; M,%?V!#3Z]Z<3U[>R@R@;7D8#("+>?K2MZ*)OZ@F8;,)6XO'X7UA:,S)4'`YM>&Z(? M+!.#Q9E.=:8Z10VL$%1,"&L\@.F)5H*L9Q/+^X*/@+;?5&3!';LE&XFV!ZLR M!Z>^#):1.8L63%,6JK'YK3N MJ6#K11#VL$!)]J.#1^2H3MN1S9B]88.)&`7ZK0!L*XCHDC00/]/1X&[[#$2F MQY+%7&7QR^TB70'@GAK+`")_S M`02"/V2T%$_PE'/[>QO&A>PH MIFG[;>C-J2KB\#/U4/?5^)DX<_*SDZOPRTC6EAP2;$3#2[8CKBA)SFNRWXKV M'^Q-5]?HH:+WOC?S8UG^Q<)1*9)R&H"[OL:''I)!/7+<\&1,CW!KMYZ%`8L* M+X3EM[%6;V43EA/)O\]/.C^UZC\-B6[[D-Z&AT!N0'2O!885Q5E(N=&C@SA4$&@23S3PIQ M,)8GGQ#7AG]ZW@G(Y?`BZ'-):LR("6P!:%=3!3N7]U:4[OG3$M7-)IVB`[=T M,FC%7"YU+9VX58)E.YE2FTHPLOW::FW/>EY5W#<^UC]?CT"3*87]PU>*1HVT M_\>(WUGU#?0?_7@5*F7SO0GM;*2K_L3RQQKF;YFB5P`?-8*JE!VLY+>),FXM;2Y%VL='X`S1K.U0?E/I=<&P!,RNV3TH2Y9"5?K!AF:W M5B_U:'E/OZ$T#^^I9D:-$06-:VS(N,B*!\:4B5=J=YZXKW<*`",>*F<'BR,1 M$7X=AVSL\S(GT?&BD1C?\RS$8+ULVR9GGT5B.G8 MM6>AH3I98NQHP,M%X]*9+CW$E`S6@1="D)(GF!#@\Y`5JN5F@CC>9@[\].#"Y)>%'(7P96>=Y&=XV9\ M/^QZ@S]2MY:.LA3L@4S]P*M?WYF9AK#`UL7',?)ZO:AMP1&.QBK@>"+:B2[0 MK$Q/Q!4LJ3@KS=BJZTDYBY6E-A?ET>YLL`H+TM;4Z3F\@MHIY1QH_.;@#8:G M"^X&W2DY"YK+_<#GA])4M"J2)G%_\/U\]OJ$;2H[TD+"T-T!#NLMAA7O&RY# MC-L;(-FTNLW!]/DR5;\:IJ*"X6`GN%BT'=1;QI M[F4:MPEB$[Q@/U,C]R:%_R5.?@*$"#)YU;'5$Y:L!C(FSF2W M)(74<*GW@LV=S9[3F%]IHSB>1=B\/^+V/:.8]#4,Q5K+((K&,^$@WH@$S)Y4 MZEV8_9,FH[%_M*D$%)UF_T!^C9%BW7":;)8.L0FH_>>2.]B>&%%*$I'M/"U\ M_3V[@PHSQ/#(,O.C**(?=FN:#'R>83BVB\:F-K$:OJ?[J53AZ!1U(<=B%+/= MLZD!YSU%=X$T9#C@&B!:.L5[[QD*ZXP]`U.>G_:N,N%,M>H)UUAG4FMU*I'" M#;Z"W/3\"!XPNG>DTY,1CHWAN>NM4@5S]Y*`V\S6%KOG-;/SPX[SQ4&%76!F MI7RN=,#L#^-9)A%K5J>,9Z7CL,K(K>=UT`]N%9KS]$.L/E"1%OB)%66+_[AA M!D,8$D&44KTC+\=7$CMC)5(BS#5"DVZ%O9/K537P6L)ZVC7_-.SI_UG2Y;)O MPE4OY^.4`%D/H[*Y6/]5SUUUMW9_.IA6M=,^[8'**RI4R#(A/I(=%,"F3,L-HB\NB0I>QJUCY:,%Y`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`Y&@#+>C,.6G(BU$LN$\I$,;8T\]O*,!`MP='0 MU%``I:^=C)1I'`^TO2SN4%?JL!)Z'%1GJ2&DW$D=RGZ)N5G58RJ:4Q@O;BW` ME2E56\H/XSGS,JNC/9B#/@&+U.7XQ+Q.<&PKFR#G;=)F MN&>$%ETP\#9_50RC7"M(6/%=C4`,.<#X7"AG=8LNQ.&$=#^MW&(4+)-V[L!. M@TFP05GC-`[PH2$G?<\D27IMQ$=N32Z$X2'`.@#.<&EM$FT<#V@#\-SJ6+>6 M;_`"W\)@`\J<$Z3/::B3.1U-2FZ,QF["N6."":S2-\:+I CV;KPF9\.(\R MPD<6ZE(G4\17M*7>!PM4!7/8R28R&R!YQ;>A'NMX_=`Z6M$!3#N=BG#K>FJIG6:)<-GOQ2R8B']2 MF`^L*CD9I\9HY-4(@20LR%]2&G*VW*$&>G%VOE#C.$#LX>?D3'_E@-`^^%Z^ M-&^+F)BL@R@IW:::B9A?$\L_U2LQA$J$SW#*0F>V5Q,0*MX*T260 MZ"S*M,_H)X&R-EM?O$;'D#>#6`H++XTG\%Z&AMKHGW,I"*XN:[2EBH0DZ+-7 MFR9!$ZNUXL)J65GGI[C+_'!U.(_D$__B=G@6.:49N!O(K/AR?9PMGD,:G&;N MH$A,)==$17`I;-9TDDE(-%8%G'3')IC-4'((6SVH)8DIQ^S4;EOG*A7YL5K$ M<7P)=[A@@Z]T[U`A#^&XH/N9#R M_5!L%DJ.IOP`+U%SZ0LP,HT&6`I>[L^3#I%L$?#WM]2XIYNWM4*GJ46FE,SB M,M#P5-;3O4=[OO`-Z^;*X+D)J"!L*."I.BBLWEWY;V/OEM_H*#ARU;V`6^?M MEC8VQ*<5K7O7^>/9UIQ6O._P;;\B*X6;KG!,"E3NO>1DY3KD!`$AE8CSMUF= M_!+,IM&>Q[XTH)+0>,\L00CA1U#1)5VQ=4P+N>[8^[HA` MYWB0=4=/=LN@16KBB`)%F%S['=XJI8M[,%$8)3`R]F$D&7O(($R@CW9GQ.H$ MWL^N]4G_$,*P%?=BV,Q>F9_8YL=ZSW7_CUE4R\O$$SH*[8XD195*PU_^^NU(9M;!>(C(7C:M MT>VFPQKD,?)JO$%H'ZK-]/?:$192X(S;E@5*5;&7'=Z2-!8L+F2@):=?S$`9 M:[C=+.!CG8]H;YQVBRB]15Y`JD/TF4<>M5>0GT7(4GZ:33?R:ZP7:T\0P/BS MLR%J2S&VOL32PA*$#URX_=\O1;$#V`L')7IGPOZ%C,B%:VRT@+(7557C[.B_ MWZK<86!4]^_](,-A(.>&1GC__K*8>O\>[-J]EG M/;-^C-H"R2365(!O8I3BM%--AULKU_N\0=41]J`Y1EOHT8$A/@F7H8+)'U'3.!5EL.]FX?W:L]"#U M3A,\LZ*S0C?N?+*D,JE"V-4EN.`B;;D[APLX9W^/";3>$"(#5!<[N-4,*;J\ M]:#).!/IIKZGA[["Y&'#5++T"FS3#[QS+NTC@^:'VC1NE*VX0U(!3\8W&JCY M3^9_,*AT@N->38N3ZC.&$@*^96T&8F1@>D9UA^>!7>*MY@GFIV*8N$Q%>WLF M>72,+2L6?C3_F38IKB"Z11DET8)?:U[)T4!D##5'I0\=UDRC`Z>"@2"2PA,& M$";0JBTSE408\I\4->549>%V=7MSJR/IJ%91SFQW8-@AEH/?DS(:-DVAY^1' M]*!8T'INVRIXBZL&S`!@WI)Q4,8BZP@E,/P;8!A,(^\BQ7[%>X"&".N/HLGK M>:M>F9>ON`EU1&:Q3\!.F_0"5RFBU>%6%U;7:/>0B9G8KD^8C74T M_T6$9^[7GQ>[?@,N/071?\T7R@Q>L*%9P\3`K9I[-+4S,.?$BA2L1H;D\3,^ M5U)Z*3UU/Z;OD+&.J0#E=,C!`2/]]EFS>[>ED%M^"M:(2D:Q3=W/)X9P;-_9 MK`*14,<(7GL0RI6$GJ7`2X]RNE59X01=F01WFT2(@]+$_[@]*^ M-RRLG'-$+(\V_-)LN7<6N`E5>4)U!RH4VOXQ.S#M)3E&\)QZ\NY)+\56FL:(5)/#ZGIK8;RFW<$-N`6UD$* MGKX3752,6(1RTK7,5C3+PX^PFC4MJ,*,,4R4P.!C#O=(<^M;(R%P'R$YKCK9 M9A%%>&1-A9`<_`KN&.,VEH$Q4F-'A"'L7HJ0/E4\CKM%#-PN4D5Q4]3,(K>O MAY8A=R;D-9QM2`5OE M`EL^RRB08G?<9H(#&G^=10&,!N$356T<.0T M9]!Q,'`&'F!7HH@(R'XEAWY]/&$.A?!'(5G3J' M.9/7T_"28YI5&*,T7R3!'7Q)X.XUL:^N\?4AW1P/;0$(;N6\6+'KOS`^4FWX M5N#&`I$4KO&;$04U1ST%1A+S4+ZO)BE9$B4]6RB1LFI`)TGY(;C@`ZXW.?MS M.A;^)L'#T6S!OZ*K=L;-HR5F;5AP`S6+86ZM/6R:SXL!C4NIA>+AW#\'<+`3 M%N\+]$K]>7`0]CI.?5*[$GGA4(D,#]-]O6GMZ,T4\86PEPH#9]`_+1G#9-'( M"W0MZ#1J2#_=$JQL+!98=#B)T;QOK3UH*OQUKK=6'U970^_B8.W5`BBJMFP0 MT$#<-&&76K@>I5:=?9D8Q%K[(\QJE$JH="RCCWC0SL$ILM/3$Z$4/,3NZ>=# MH6BBB94=E>X2LD/:%2Q;)]3ML2HF8/"2[]"L6`D&FA(IE%G1O-*ZJYR0%>:Q4*R#68>JNA MTH_<>\\IODL56325=&M,2KILU'J2S&`JL*P9M2$GOI/.H]I;;=JSRRL5::K1?GYU5^AYP*5)@SH M)^E6N_TV+V4O\Z7"8@YT_/S[`:$?8\H%NK]M4EEU/$*L/NQ*7;O3A2&4N M37+9L%LB+^M;)[2/AB##8O:=X3;P&T3IS&XL&_'DWE=L!J5&V0U\EBDX5155 M.N'I;4\HW*71_+BVX(<%R29S`KRC$.%&FUXEIYUK,CW(GA.Y^`M-WR?\Q*8[ M1*^%ML38&PSU`YF[W-F'Z5WB8[GI_EV?E#R6J6D5'2W)9*5#3;.`?K1H]GJ3 M!12PF<%RD]-:60+'^:_S@T/GCG36;LXWV@+UBWZ\IWMA\)Q-'%WSK%E?`E,9 M<8,99BL1/:DW"/2SM0M"X-0F4/V+3\(TY`[$DGIO**QXPG`4H@LL1*+G0D:4 M\FKMD/HAO>W\7V9/\G(,>VM9I5"_]ZOII]E]/W7>IS!<>+-]2M(7R@:3/Y`- M.B/L1T&>3U:CC(PN8R\%Z4?GU(_[^"K6T'_P8B&^'10II3]:E3E`HP41-S)D M:]W1*]%W;/1[M@QS%;2T?XGV2E_HW@([:"(D"M(&KZ[$+K9XOH?RYPU!H2<8 MM3LHAPG'L48X2X8FP$;E^GFWNR8A=IY^T*\!TWN0:"Y08T/E2LEW90*0::+4^V4(M85YZ3Z<:<1%83KS5^ M'>/XIA@FYGK/&&5?CSK;:6?CB,O+0KXYA&?%"XS'&,B.)6Z\"HQ$DY,?R3*S MGZ["3^SO$KI2]-L55QLYD_`LY!O;<>?3MN(O%PS@MC># MY910Y(-D$,(4W\_,WNJ/97'8@S*W[=[ZYQT4$=(56*PXF M*:43QI0(-1O]ZH]E0)W=!NTE0D\HBA)PUFX.'5N>3#\ M]MF"C%+NIT\RTEE,-)PI=YGC''>5HQZSY4+2T_((02GU)-S>NCZ)S35?`O0* M@BR+6\T3_?`>"/:H0`X!$DX6`(=ZN;^)-Y@NN$\S$;&A`:9@.(?PKB`"1[6! MJV8KWG1W--7-[,XF)4F_&\.<6_>;=V^PM"T@8"[\9:LO&>(0[_>69I[W:8[< MF8.S=Q8*E7_^L[]S_Y]R^N/C6*O)VE6P3Q_'VM?%77H=3"'3[MIHDIY`3EG\ M$+*__[`Z0J]:V-4U:5HOA11UBY'%,^IT'\_/Z9\>!^,7_RZ/TC+ MX1WKX-% MR6^"J.]>ZZS*+$'7=T?']3B4^DMX_>QK8_5?+3W$W3U4>RMS=`E<#`4`=NON M';H@]L8PLGC^SNQPXSR(DU6&!Q3\%YYO>!XFN:#NXDZA0C'U4DY<0L#)OAC& MBC+)![YD/Q_>/TC]9`E67K&AU8?7V=#]G.0W;6C-"Z+NW9G!@;_'$;Y:Q@7# M['IA@NZE]KL[@%876FO*4;0DW3O;`AK%%VW=SZ/1E7.6C%65P]6]U6X%ILIE MNM2MTH!=)ZGS&ASDI#E\^6GYD<*Q/_*TOKG.:3F.,\EO.RW7?-?J:95Q$X[7 M/:V[5<9<>EK_=T'$-*8UA=MPXMJG54,EUS@M\TQ$$E;9=P;GM;JPRH8+CVMJ$16'7*1.C<[L,%$5Y'7](%M+H@2 MF=TV/YQMR&9Z2K<*"I%+UES//=4OX^9?#;XPVVQ?\[2Q1%1KS.V;Y91S8 MS>Z&X4%?HC:ND3%PE$8%&?[MX;&!^^+`6JRQ?K@F]K$*>LGU)P>B?WEMK;?Q M;_+U<[MHW%CK!C)VW+IFVH3_""L5`8`_F<@B,B!4)GKGG!">Q9,-V]I6'8/K M,AYUI$\?:0WN`;.EZ;/H74++Z](5(Q($4QZ$$]YN']<70N*<:#H%W_A:!NE] M;@7Q?'X-$04_U=E=QNL/X^\2FAPK_YM=O"6237^&7XED*&)*K/=XE_S8T;Z8 M_\V!.C69Z6T>+[LV14T@#2[DCW#%:QTOU\QPVA:F]=)%NR,H#1D/T!+YAYVKQR,V>+$BIFMWF MJH]\@P++6O10S%4L/.'UK>93_3T>J+2['HR3^@."\&FXY(;K;@ZM^#1!+0[% MJS6(X\W/SMO[*`(ZCBX4)BG/(%Q/P'9P,G#@I-@;8>,42!\(4*9N1JU7 M/'9.4@%7I)LG,/WU<@.:`QO%@YL!\<92UBG7(,(7AT-8N:%I:I8X<6;DV.\[Y@8\F;89WZ[ MG%9,Q=G1-KX,I0A^ISJ"$6H[UO`9$Z-'3J&"80+2:FSK-6RPI[-GD1^A/.Q# MG(!:A,"5.KN1-!3#)J%&!>.XR$E4P]OMZ69JPP%WQ%HH`X>D<-RROU3&\ MIFC,4@5+RPQ_6YKCB3H;J$&*/A=@VVI*5H9'1TUYG:'G.S44(E%@]ZIHA;R+ M27-!%=R/>4YLKTYJNY./V_LE\+I")S.%$:P6JFK,;'UNB'5RQEU^9-'JMD86 M:V`93QC*--3I3FJDJAC:.YASYL%;%=@R<'JV='`<0W`NO3O;71%HP;Z<'R#` MZ@8]Q9`\"`;PK%29S7?>J#S+G*U15=`,`$2;19"64S??`AXA08B,@6%O3Q=T MG5<:,?]E6]=9)3QI\F"*T7'Q[E3U.\RO'>W*46[6.,*,5'TAD!VX`50F$?\P M)@_&GII0R'Y?<45O*=BU"")C]3N_ZNAJM<*YU8D'"TF%77VI$8*[#FXMW"H8 M`.6@=US*CNG-.]:R%45GO+V4HW4+^:78RD$!UGI<6</4>)1%DH MU*2%WR87Q"4E>MUM`/F%6"B@3KS`OA1BQTLBPND-9&5>-&91@C/U@43BJ54A M4[I!+)&B%\HXSMJ-.1K84Z[CU%2F<@2_=I(TL9$+%]VR755Z60;H-!=BS:>' M\QW>G>:0X,SY#EV]%FI%XWLV)?+&RNU&PP=?T"KLM6<.SVZO?M&SV.AZK22\ MT3U_CY.2IQX^`2M.!81^Q&<-C^N?/1=?'>FV+YT13FB]^).Y-Y,3ZP=Z&NRW MQ.ATJJVCJO^`K0^#5NAP)OX(A:*`PI&RR8UE]#6YO7DC+]CH^4"[5(5R.HYX MDI>JFLVO88!G>Z^YC%P+,A2BC1[_E&PH<5K7/@D81L(8=I$S=6,R9`213`DB MW9ZS9HUA`MGOJJY)O;;Z8^2S"?#]A=A3)1'[Q%/^M%A41HP+Y5K*_:6MZ()S MB8O;VS&)@])8B*T]=J@+Q5S^);L8%O*(TVD5D0_*(IJI!YIXJQ>B;^#`[9#SQ9NO.[E[8 M672C0_0?%X_`28&S,76R MT\&A?0V;RJ]M/]83$IFW^61#6!>EI:0;JGL7RJFW/L*&$/J-AQ`_HN#LA*(L M/C=&+"@]7=_\;K:^N3';HMQM9_855I@/Z-I"-ZJ**\1*V9);KK8R2_=FOYIW M_`839SJ$7D`I<`YEGP83/:3=)5L#).FX1;-4$CFC2HBT'4-M"LM*0%4"N8'3 MMB=HV=7!O@03!]9,SZ81756U67_Y0E',MS7G_/SDF#'>E5NXD1]_S\2'\IA$ MHO.H]&,G&J52N8W':I3^P8[I72=S0R`)86@Z"B:4BY7XOKPT'BARZ&70F!4Q MG[WA_BX81>PC)M(J?!0F5Z*S#.RZ3K,]9"8XH)=\>V?V/0:!\`AVA%5JEY;7 M$V!D$7UFZ9BJ"M1-06U:GS6XDKH)S.B2`T>H:RX[Q0)D=KT,M M^K^7_.?@SX_^X_S_J9#^/_^T>O=/_+5S(BI0>X2].DVR MC5`Z8,/@B+G<+X-@,,,&$4LA0M:5>M@[1JH]YVH[/E3IB(RW[@S62*[Z0Y1.)=LF>"I]Q`XC64CDW`Z5/24*ZDD3 M%(SFY,2_(SU*,.)OLVC,L]2V!M&+SAS<<4021=,I0%L"_WAIR%Y(YO?+7<*! MU2!F4C_,X1FW6WOS"Y]^,#:[?HMQQ5HE,B@6]#1HRPS+S6,MGT!\MXLS]RWGR!'[#BO]AS$^.,G7!K7/2A^)(%XT^7GQN`G'$HZ-H,\&ZD5+S, M]*TM&'XVO?K>R\N=`6/$Q&]"^78B-Z M33['T;B.U$3>"2IVC31K&G'E3R@%ON?T80B_WIG]UPD%,_CW2)&='WY&R?## M";[_[S;NKSZX^XWU@XJ$.+F@9\>8S&#)8CI_"BS-M@KHR6I[0C=K2[5+BMSP M'@;R!=%:K80FM;'*NE/W5^9#Z_,?>0,\^!!R/V1H6- M_"":1OT[8(V_B!<9QRG[,PX$S1=XJ,H_5H@#B._Z)8:?RW9^L,\6W+4T!`)M ML[5MK`,[D_ M>_(/LMV-G;TPWR_ZL."L4]EX,S]0`R*\P>HU'S$6?=ZHP,8^C0+TB6@#)/%< M.CNOG'V7#&CX)1\O("^,;^$PR$ZX0$3C*&-/T-[0M*7QJ&)-==8@RMY6R_6V$HDU\[Y*.S!&<:CO1A..`$."2ORE.K)O(_&0MCK,5Q MWOT>D)R=PQ*='QL<_@LOMPOE0M[L'#&&:^D$WJ`-LTFN!H1,`*L"R)5P\B"U M$N'1>"46W2^I7K1KCS0CZ9.JHP2DT4&:LSTX#4O>_K-/2<44GE5 MH>`I/>3+[:EE'#H0X9UL2K_I/4[)$";Q*T[E,6$:^CONS?[*E5)GG*GZR$MN MB`,\%]IRR#!9+[,`3-LG)[^X,'$7@E&AP3IDGI#B/%$X-7^]4/A$JU>)ENB8 MC7)#HK?$C27]AIC91BUU2N,?_43@JLP#^3S0_M$]Y5M#%(D*>+VUGOTXC3\$ M?(Q`=3X:;U;M3<.^M@AFEWWWSSS55MD&LDR= M&8C?GK"G(MUS*6NJFA&'5=([WT@]SE"W$?YB1IAF*@8WY$2Z2-,;?L[%%X@= MJV3`U0=UAWWD^-.R!K/^!^;?WDMY(J0S5=4>XZ*$AZPC7J,=6H/4/`(T)IP&"B,ZY1(%P+AZ MBHQRP<67L_7-]0V)3E7MR90%]_63O>YS#*;%9O0N<]ZVQ(1`_5CKY>.R]]RI MO*V^7W'"C"OJ<#>.J,8I#,T">G`(SLET?-.Y M-9*+3"DCG`@[ART--/7A"N4$@6D%[P[^CH\A;=CH)U&6!^=UZ(H'YZ_22UU_ MU^D.E'?BG?"UO(24&^],*$HCD#?4)>2R3PM0!_`?X:><=!)XVA@[29LW#D=K MN]R^P37Z^H3;7:4TD=`@^I83?:$A$4N&O$L&7K)R>6>6DLHEFK9D2[VG"E`B M5`ZQQ(H.+E5;)^N2-DZKE82N$@]VI&'PHR01H@3AWU`SW=`3(N)])=+")4/+ M-CK*,QFPE5`NOIQU;`67JND&P%,(%U?7V(D5!0B]YU.[D6-5HRD_C2=Y6MC( MHX3"DDU:1FOYA/Z3OW$O1@2[!.R`]^???"U1W"8_YFT(IQ\@8G&XK$6[YVRO M^*B*BM-@D!/]9X3A])DFMH\6\FE@J\MM1U-].KR9WO/L#X)-;E:8U14RP!UD MN(G,N)9*A.NB29$^G>/^%`-T1PD\*0,$$D?T!2"M&Z)HO'!$&OZ0[IQ)9O<5F0,+"J6FDB#>!S.R6U`KBBG4J8R?_S6 M$VH7FE:9*ZT*Y\Y5PW*=4&K8\3G*I@S'-)^CC.@K=%V[,7'\Q&EPI&NDBA4. M@/#'VLQF_Q==S'[2YD-56&ETK:+?D'M%-JZOTP6%G1Q2[`BO4O%LA$`/TV<9 M3(;&^IJ;6AC(/4PM46X"I(VV.WL59J(MQX\PU7;I?$H_`9I>:NDV.*#<8K=X MKU#-%#`K64320\I9R6=1W=;7,/U!JM:\J`;D\4B?32,]!'I!(N_X@]E@*L4L M+$'A=Z,,MWI.O!'P'O/A4#]&IN;O%1XPAF3&96-?9+OE+S^\?W:\)V6->]A8KI>GF)TPLGC)E59O8\ MGF-:@2W!9M9W^1-^Q\Z?WWGIE_W9*W;/E([_*?J_.2R^)W+K:O"']W87E0B` M#C@[;SZ\WSCQ3Y]^_\H__*?',+2IQBW.38W.G]/A@N*:F8%@GAR;ZV$*:!.L M5"Z/W=E&T:'-(N+0&]\4NNX^+8/$YV'[6-V6TQT[0H5$$]$=P$AWBX$- M)I\H5(S752`,+^?FDL!`S)D++,4@U-6Y?3V>[ M8G[M^3*KWY^[UQ\_/3%25B,?7+K>3_`QGUVH8HHSCPMHTS*_'*XZD]R^I?;M M';^&+LR8=IYH\H`MD7"(X%IR/!K&D]3=`^$'$VGKL0+AO$AZ]@2+TV-Q3K[Z M&%*;83!K7_QE]C+_CCB9`7ET)F'+32!+LZEO0RCCR;H)E%T5N'2U)<_7(H9X MLCQFR*KS6@%MN+5775Q6=GB)<:Q/\=MV@:9V,&TL?/L>U4A<-W_&/DPR<"\1 M4Z8Q"05(9H4.4G">>],>\PM+S&OB3`0,F;=D5N)!7HBGB8^L/Y='>."O"NN!XP8-'/-RRTOCBJ&@@/2:+P[KCOSV-?QAAR(6EK&+D\7K M-Q=P@(SJ6/=O#IZQ[$ED&JI7S7YS=%%'IACG-0N(@`M96Z#[/<)1(6[QT+Q8`:E7"L#^6&;[,K*`@:G2_*`#T26?%^??>JJT>;!.C6SYNMPR/*'\ M#8XA`Z:_[8#=3"C!L8=W5BU]FYV(&F^NF7#>MW?(_SXB![C<5,]HEF1XV9EE MB&A"/Y*K`5G'C9XK98>$.>U<$[_8&&PV;>`QLDZ$13MO>83.B$ M#D(N.;E;DJ'6O4V6>D-!:SBNO$L+V$@T;&+"&.TF;AT+V*&JB6T_4ZM?GC*RUA'N)PC M?].&0[,0#)>I>'9=+88KU`U!OQ;?R5P]*;4U*9+RV`R%U8@$0S/^,'F!V]\L M#:(-+0'9Q7'C;ACHXDZ^6N2.IT3*<-2 M24`F"".PI[@#KB7E0X2?`\H1J][;K]Z9B4G-Z"TV?D4EL>[?R\W^!_$,_CY. M]I?NNQOY9S^-*WB);U8Q!KG5UZTX`)JT@+'I#-5CN=;RNQ']RR1-#'(6,=K2 MYW8Y!VC'.:>?!K;_ZV;7W<5_>F01JS^<>9E:$^XU"P_B, M6/OH#T'[D0IR^YC>+";@6CKVAU^XZXJH<";2+DZ5)5;\W/*E+8H!6FM<;B0E M2_TWZE>C9ZUVELK1J<+3)1Q=TM;,))NC)B@GA(RTTTB";XR^HGG9&%_.2!"G M]GSV6 ML+87BDS1X4[&G/O3B9!'O[\6\N5GW>\?@OG(^OJ<'-=+0D8S?B*%P+V5Z3WT M>"K*%2RG$-W:@\BXDW69<=8:A11#'JM:^*1*_G`D,?\[/HMA]K);8["\B(NV M69/7BR"6\.-J+#*-_4M9L"K_9]_1L-?)DC;H)M$#H5^?VMBPC'";&*8)[ M%RZ2$:TNF9A6-S$Y82V*H_$!"UZEPL%R8V%H,#?R[XFF)["K M)('`_$O!2-,+]Q-S?^M;04Z=^CBYFTSRIO@:XT9YN@CS6P&//M;*PT^6%<'Z>>=$11T6:/2J(6]@A0ZM=B>_8/0<9P6S M2^O\F&U4.T:I.5G1I?*?,KT[,UU*NU3(^4IJ?$:\PR``T!K7",OD7=RDJM?L8_& MG/&!B!BI8-[L.;V0U8Q`TGOE[!,;P-CDD84*%`:J\$3IT)/B(-8"?K58^41$ M,&$F<-%]@>^:RHK8P?Y>H+NCT@34&CQA!Z#$X<4;A1=!/CSFV&IY'+51H/N3 M\==ZBP!=MHC'>D=V'Q4D)&"0%)4?%XRB5NA`ZB/FK941`A#P3-^JOO$`+2<; MT@D"-X\I"?Q"9178'1W7L%(I3.(,L_8^(:?+ME,=M5R-:(R@!",UW".7P4[5 M:B1+;4)^'6CJH6FV)N"&FCCLE6"T[ZLB),0ZHWN;TY88$F^P]B,;8FP2D^)B MBK)=-QNE[0!Q)SKZS(BIVNTCBL$Z`^.+<_Q9_Y^Y<]N-Z[C2\*OL"V-$`Z(B M4;839P`#%$EYF*$.(249D\%O556[=E7M MW=T4Y03)A<6N7<=5Z[S^8@GJ&K`-)>K!C481"0R8)2)8)/"ZA$#`2>%,(1Z9 M]/#V]16G&8`R.1P.7`0%7SW8$4$L#DB3\%6$6<,V0!Q.IS;IE,E2,A0HCZZT MX<.CONPQQZ!CG3>Q>C'AP*8(E,'^HP%?G@%.`'=&,66#,BZ7C=WB3SE4; M3`.=LA7%,B==5+WX2#>[/Z<1+Y%GVED^L(L?`H77U[`>;0()/F)RFJ5Y52*Z M>2I+MD>*3V+I5'*J*`TB?!>(WW-BM8F.26G/B[)SYKKB*'%/>;ELE2W;;6AX MX++:,[!\.Z_[\+?!^ZCBB47PPEU)V\S^^'%$9NT?*.0I#V\D87W M8-E0RG)SNM>E500Q)*S$PXNL6L4J\9E)MH3P/GC*$E=?"H/C&:N^(AW7P&9< M#^WOY!!S;C_/)?F(IL&5$$.!L*%IN(907URNXD7$5<;Q]>X\*)!_]V_-!BVG MQ8!2ZAGF.SM``)RMK,!3'2E(A&CLEI.*+Y1)(I(6Z`%#!B!U7J$,GOJAU+HZ7?CI6V M>F9R+?U-`QTK<]'S2,+?33:+J@$NN]"%A0GWB@%[9]D=ICP,$'AMA_>ZU5L3XA/A!BG7/5H@]^`S8@8QD&Y5S0.A'L'L!LD\ MVK=>-1"]QS<-#02G/[XH2)$8\:TR70>#:U3RG&N-/)1BI&?="GO&JS'[;YB6 MJJ!BJJ7:*;=$&AME@G0CC",N*E12><2-Z-K([]_!;^H>T M@(\'!8G#G"",P9)M:CJU;&(V/'S`="-2RAQ"$\TD@)^@<'!3@@*2GCIA3$\, MUM&&S`7P_9/4L/1N$11C\7]R#R_/(RC<&)>'(A*.@?;`!%Q/)TG&#_V@(L1H M^3ZYZL&&U$.0]>.EO=P#/K?/!(0QZ-F^"BG+KI3B/`6@5'%OW[_\)9GK,`C7:A6.=EVKGUC47E#W>SF#]R?HT;Y/A!X6['P@-*MLX M@X8VMC,ZDAR1^9-G='6QF(<-SL%[_-%2"PA8>KK&?G=ZSB$'"&@OK`B,T)KL M)VR`B7F%HZR$3RZ\I];%H00R@GAC'!O),A MX#D9A<":6RP_&AELF'.@C9VO[7"=*)-;2AI`72=*+Z)`BF_8XHZ/8,J68X*Q?=5$\K[H7UH,]3$NTBR.1*"-=6V-Z131# MO>K=\_)'+QP32P%G[AL*'U1T;"PTP#M$VD;>C%ED<.K\FN5TG%APVAV1&P0, M!0F_BG^@0MC;IV8$O_;K%>%F&(:/\TG^@WF! M=D'<9#5F`$69B%6B6M`#LV,1]PU"SQA)@'TW%B2*")21MH1M%U^;>_$%J/5M M@C6]0<0HL!\YYX+TS&FQ@I-P,4=GV1?^-DSM6-:)E0@<@==V(B(M;047,&`'JOK>/HKFG8\<*L`@S5"KIR MY=:Q8[5K<47:Z+@FGUJ,7S`QC(U3>T#>N(\CS(?-Z:G#SFNX]4S&:XUTQ)%Y M+3W.KN@S#L[E4!]O2,B;G=M;O6AU0-5>6#*06_QY'IAC$/&FT`O.:'82SMSN M)!-+%!Z26;?1<4U62,VO#7!#]0IM!A MR$,CMBBL0]1;%.\P])98DAPYXDB<&D`1&3>2 MFA.L8?1AU#_[3E[.2,ZG%R;Z!+A#VH&%6F<>@*!7H2 M\9CY"FV9`^E$*+UFP-X"/:VM"W!BJ`;V6!>GNGR.'/.`=B3<(&-YS=!D(DL# M+.4<,@T>3F`^.=P%\ M\%]EOH%6K>"-PB%#2KT9!_P\(L4%M@NLN6V("P1-3H%/1(1\8>[YLJ?^%K3B MYD9H:T>H8%.C'M$3.VMO*SIK:&L MQ^5#$DCMA]1F6BZI*^(5&_[K@C#+J<+E/=>6-/"7L?"M<9!<31''QLL+"PZ> MGE2O?*W>2WGIMKZ]UZW^]=0<'D.+6FWH[1KTB9/3ZLVQI*IW#^_?+2=CSU0W M_NY82.!*E1]L;)MY8XXHT$W/V28(X_378]7LHM,Y$+&"[;-JSW;(^9(V7'CZCE/<:9P'L%A,>ZS^P>A\#WK)4RH7B4O6@31P@UQ"^;O[-RL^^KA'[^-%Q%Q M']Q3.AH)H!=RMQU)Q=J;V*9(95_E*9(!IDN!3SB(>/)3 MTY^V;J`_]04(*2U^_@-K3EJT@_.R9LVZL6;8`O"[MF*+%5K@ZI2KSD*_NG^/ M(A=1&1JO`*%QWM_-O>[LN#O6Y_OWNU??!R^\7^LZ?=]M/=[J\O MMP_V'__'_M,?N^V=G64+9Z;95O^=3L@OE\3'BE_VXWJR#4!A/)'F+K(:J17^>?E_L#80QH89X4P M";>1OYTJSPI*4:ZNBI>W^ M\26<^(@?Z'133AK;8#TTH<.7*SE=S'?HP' M4>DHT9#L#[HW*:OE'BF@V(E&/PID-!YSC@@UB MBN7&'BH2S.M5\&/CQIOBO!]PG[!WG$9XZW'I9VC$4(Q(Q\-`:-?*N,,]-]_4 MB?*K$E3,@);F"!>62!SX%<-8[C(TC5NB;?A`#'KI8+KN,#7(ST*'L*B45`F-<\ MOF[F=GU.RD!+&X1-13\+A8`8]`+7>N\;-W7\G_Q-=G-):]J?\($9Y%7V0GM) MQ[W5D#EQRT:Z$3IP&40B/0(7VIIH\@,BZ$0LRLL[:5B]M5) M5Q0:VY&L2;#=$@2=Z;T1'W@WWY0'A6NO$S;;.6DG<'I4'6:@).1NXZ,U/SW9 MG,%.+!&>-_HN3[Z6=2L_(`Q93$W\R,(BRM_J%^0$9-4IR!(Y;6)_6+;>GPW# MH\]T6K&OPCKR:9H:]6'HS,@F@'N,V(X=GC5N7>8Z$`O^ZS MW^_#;.W&.WH73D/8?^PQ&Q8L8Z';>*'U7U?,;D>A]PMKHOV,W]M_:#7A^W)6 M/8\<[SIGQCU#T^SD`*O86SG$MFI0-.E-!,.F=(&<&0ZR3+%^`X%`DB,,.S_R ML8D)YOU@R(I=P(>%,5J=YF.%AE]9:/B)`T':6*,G:>V-9\*9_>V]`"`96"4Z M'$XSC<>]_H/X[>7%9O]'BQB76]?H-(9Z9-TJ%,VUZAZ:@DAR/LXSG<0*W0SG MML)4=D]?CY-QQK].:%>.GQ-6SW9T(*W6^?$Y_Q?G[2-N&!#$JKJ-`[RR))V- MW*Q\3%3K1!!N`DD#[7M$)%N/\O-6;/]9HK>C0&_&P'X\O22=Y0/9E=TA%B;2 M<)69U,1KG4F_[X_/3*#YY1R;PV4R$E@OQTL>^)\#Y6=W(2PA:0UD>TCA'GQO MI0RGOZ(LJT*/DKTYJP[U8`,U.73V6D^56.*;=D=^ZI$;GN_U2B-RC=_V^T=) M0X-H1SOE8RJ"YLSM?4EH!Y*6@2/Z'5QI)"'2;.*'9,-$:FZ:K'BB;.+QSQR$ M<4#=?[<(80&+]_9'/[>H*"7%RW*AK#9)B-8A"Z5<3[X'@X%"$>6GJ0\R/=V_ M#9EJJWQK'VS"D]@2W96T)2M0P.BW7@?'TV5GD#8RO/)8FZ48.+3(>N]#[WOJ%8B.C MC?*C.^'^D&IU;#'S!?3ZUZZ2_:,E4=#P-J[%`6TEEA M'6-10O>K:"`8,ADDY0GKYBX(PHL5LQU[,4P0Y`1NM,Y"#7^(@00^D/_WR/R_ M8V>=+UL7(1MAE4!$]FJ)V1F/L<>&D:85Q-?@\1,S-_2>-09!")[MTE;4&_8ZRF[/W&/$L/76X,'>#10'E@#3#(Y-$GD.0,I"< M_46IVU>[9Z691LI77]]R(&`=&?F;X]\S&^D9FW?+F??J4)9"("3L1T MHL,^^O]*NLXN?ZO;$AXSAE M\^=63U/]]93$/^+L'$!C2+N6L#`7[R!G(*U1>'!34C*I++8\=%5V'8IURC^K M>*'\V_`$3KI'G^S1@[&]'&W>W,K1UDLV++,YECJPXU49H[^'W1,XY+N10#K! MO'LQOO&PW!ME]&$!J#+;]/;MWN=>-B4@3S^.[+Q5_DA`?OS'?`;5EZ2_I>G= M+[M]=L%C*3@%"8G'L%5%^WL+.>;*+UG8U@T65@6`\H55/^8+JW[,%G;_^W)Z M[2V?Y`G@DF%H)07AZ@HC?-/<,X?*$\#$*@=I?S'0)=U"[9U\2'>$)>;IGD!F MKD\K7C?6IWWUR$VNT`<:)H^F6S>KS>PI*IA_NUI[3.TKU42$05Q6^XH.PJ/U MC8!.>P4I=6B]S>S-ZZ0@K7@,ILV9>A,UNKWG1^6Z;\`ED%-E+\E6+G]HAI_< MNY:RB''8FQ,^)"!(@PU.$'``5'%XESJP4U1R)?7,*N?-G>_O8R9^JC9EM:%Y M-X]^)X9.`9MR:7<>6`E`^>?MD#]W*!L"-,#@0U:-6;"PS+J(N?CV5W0>+IJK M[8J.E7W>^6-SA9\]U/SC9374UI^^T%COJ)>O1GOX;7.T)S-2XTRM[A5B=N^] M29!H());Y06I_$$)ADA[;UV1`NJ]M`2Y1=$&#L^N?Y[D@[U2EPO.1.,6L MK$O4CY#Q""S/S^4JDY-_-W/R[PCGJVP9USUP&P>Z8)5=TX-O;H.RISLD%)K( M+G_X:7:^B529=[_AR\E*2BBU)(D3_A]BZ]7Y$PVI4 M,8@?01E`D?E0CII[P\J9WH0U/:Q&?K0X.U<2Y35#A^TM!XJ!"=Y0I&)F;BPS MQ29(!@K#2)_Z,5"Y;B#J;DA63:YL_5M^ULL6&QML:X8 M2!E?WYVU^AB;2'L>SPPT2S#;!`DLXI'\1VEF]\:GMO+G[5G=A$2^&;6RAMD] M4\E"Y3'M&Q:%[L7,LAO"-<@J7B75ULO:,3)TOT#V(?QKZL[P&"+X.0X-%IQU M M][A\]V\O6NY,Z++-HT;NZ4U.^]O1TT8?8X6I[G2;/S<-5\V3V'"/F17-C$-48=K_R$6AF8!.\:E MM/.W# M6V6%75C^%7+K@D2P/@W+TM^X$J[&*<%#JMZR4:+.%92XJ-Y99U[<1R%NFU6& MN'F8<#E0ORU?:BGY")^QC+7W^3<<.JTDM"K_I7'^_7'=M5AHM`PX8,+(`PHH M-_1'4VCD+?=@2O=V1E[2TE8*-S0-7:+A4NE?4Y,A76+%-5DP)DON6_G#L1,R MW(_XVN23RZNW,UST<)IS<`^/\$&_PXM_=<$_#@YVF*9%_*0ZPX]B.*?.[=3M MCUE92UD%>5YGU!3K=E&G6FYH]$-218B6Z=<0TSUD!I6MX\!Z'\/B5%5_X\JS MW7`X=)\G$Q6Y[B#ER2SC>ZG[]1)P_EPOA$TF;$S^4.B)#4KJ>E-%?Q[!+[QX M0(6@9USII2<( M3>;Z$"M-O[L*ZG>PN&70R#RPK M(R^/*(MEX+4`\19EO6P3>%R.:Z7+8!;#.FW'C;,[#^ZW-9FIH=4=E('WIIS$ MG1$S&(*M6><;/'_'%*;7HGA)\ZGE;+67LT*/(RMZX,ICQ9YB-$UU!R=$_O%^ M5&V2/K]4X.YF.(KEIF:Y@<7E$J>.^7SE5W%LWJ4,("$D1&18%6^"45=^)X=[ MR+@(#B\8#CE58^,\CC7KP557]M><1W#&NMMKXHN0?=4;7;,46BJ_V@GEN*OY M\Y=;2[$_8M(6'PBL/(_E9TD=Y6SB+*BI`T1/E3>D:[&13:D-B_&,D15^U9$W M:TA-];?H(H!=,I`"&D5&>HZUL"]112"3D"S??OP:+T1\UB&NQ4O M*0._LD(ZU#^\R7A^_$+6`;YIRENKZUN@]'7'NV7"7G?X+TO'Z\[FL\AVW<$^ MBTH7%Z,46L=Y5J?0R6YOF3J7C?4%*7/9T+\?52Z;R:U1Y+*!IJEQ30G\&X_4 M>Y7Q3>3E;VO[JR>XO4*YJ\JBW[JQ79C0#R=2$^W>^:=!4PL:9J&9N2+V,K_2 M^Q(ZI%`IEAQ+=[+9T/TSLIN7Z?,_[&-2L7-N*]+IMEQ-.T2[J'H^&[IY=RW\F6<%A13)\W M9=7_"8GPO^#FP_%=COS\ZG13A00*IBHP0!:^E4L17ZVZ@3ZQXWGBJ^PDMS3* MW[+H'FDJ5WI^:%,E;6FSRP]L+WZQ@KK?]&S!:$,G4KK:Q.,54K3_"KV$T;KI/4\ M9"X)/:$O(P@82M4:?784:A!X56"MG,0KWD>Q.GN+NL&2)MU"VP)N/;;V&-!` M\AIL/;B*(_E(12Z^GHOI!S/Y4<[GCI^FST9(_Z):<]N046[9'2)Z>"G^T_'GK_M:#]B^6:Q[@IQXV/GO8_JP/IVK-Y7<> MY-B)]=F$;QK[`71>BEOCV6WNF8(32[IQ*=`<\6X6]3UI3-,_;8P1/C3&T%K? M$X=$0)0A;5L-S)-.*5^$"RLWB)B1!!8D\'@FE:\%AQ-S('GDZ^KRH]I2$4GK M^:>RM]BR`ILQX.CP[F&`?X>36OXP3'2$E-+<=?7*H1['-S67$;%T3M>&V:*G M+9H'S!`U/G0*W]6Q6SC%N1^!Y(5$3 M`&0#Y=%&VGR41*T`(`^;*SDKO+AA$#=2AJQ^[H._-(G;]NKRO;$@.!%4>QH* MLH21K?0^`M7@/3$9\BO+Z4#]AC82ZPG$(T6-%O9J78SAQL1C`L.N7X"GEP$_ M]!;46P!DPM.;O1XD&"A(K%;5#B.2F$@W*G1"K2H.P$$,D!\"MRN7=)-.OKV- M3KZ[C4[^>!N=_.DV.OD>&N1E%QZ>]Q>5%'`GC8)DF MEGWD2II8<$R?+9<9B-YY,ES>$E@JOBNY[OC=?N!>))'08TAQ()X( MXX,/3@UFB6L):R#FJL`8T6NM7%X!N=E0YXVM8D`302:NGX`_H>S7:`"2".7: M*F2*LL'+H_(O2(B094S<-6KZ?7E"K_A.+?/EOY?=/E;F0:4`]"0V5CYHP-2LKO2;/K\F96:CY4H-R]OZW[::'M>+%D M0.D"MX/]45=U29=R$^+'X5;&1,WN!01_K7"]V"Z7.K8S92WIN]4ZK"ZYB0JS ME,D*42*`I^S@2$W@*=O9:RU8U4=9NY`LV6U_5*77%#O=?DNUX%MT>-2\[!&] MD%^*%$25E5&@6QX0VZ^M@AZS'R'I;V]9,=.UQJ_Q`Y@R!GDH*I_]$J#EK%\' MK7%;PSH-JUS>Z1.#!+3]QT)/T#B,(Y>@L4P[\`Q-ISJ1/7L)F#4TJY"^\^2G M+A9==.U"/VH-]=#==7<_%&=T#T8:Q@YCI5FW]7VSF,_J[0!B%%(2AHO,0_-N M3-6+O;H46"L&XJ?)LK*TXH1@_>E,[R).=?U3"?'X)HL3."Q,ACVT<2+O"-N! MO'6T@"I9)4W"R0B#`L+"71$68.6MT7ME]:R3TRMZZ_NQ3;O;O0//_)(Z M97,=TE4#\W"E)%X"%W(]-HSO\9Z;&VM8%5,]9YS,<=S/YD M89D^ZK[=6VF)#I:N"[4.D--(>]Y4+3*VO>K$EXWV*_L;CCT^2U.XO%+`ED^= MJMY`+P58UNS:F,$2U*K1]I,',L7_1GI4E3:6-^Q'MV^$=XY^J]J$&WX*0W_# M"V$W^CH"0;4.Z$;K6`W'#$[(K#%^&YKPZ!:MV/7T3>M68&B?.8.,$)8SS\\> M*Q+.[S!41FA??+36.8GMBXV,Q'G'F.;=X9L_N1@HF M!Y5^MJ@\H"=T47DH9^*&4R::I>V:/M;YB9I,OXYDC)ZHRO>P'5>',G0#9(MQS M7(F->LRV5A=\#`J-QT1O\S=<9XHG4IBPFG+S@[V0\,Z]E4ND;WF\LH_+!KC.&-"Z9BB_B$B>E6?%-QA^6C>.GRLQ.=8;3HFLP2MR3=076 MH).[X0[9\3$#PLM,`;M05VM*[!6]A$VRH,6$T"^^JN28R.=GO<4AQ7F%,U_. M?)>-&$_7Q\SHX_:[CD,Y(=U^_T.BN_W^HO-DK3*$8J)CWZWUJ:MWNG$VHM.BG7HZH75)KE^4B[.M;',+3)4S.+W M;)9P@[XSI9LVE;S;*F4^['B7R5O?R]S MDP@3AD?3Y1MEH^3?=2R3\.P484E@G";]D3[1V@5C3(CT%=7>HI,[@'C0N4!2(QX0[T M'C@AGM2&Y(>P"P,.]C*'=^HT?.>!.?.O6Q2MR)089$F8CN9!.W2TY(YO;^KS M+*MU@'L1X\>0,0J#O8V5X-.B)*ELAF`+4/3)EL5]'TW(#:U#'FV-C1](NT(7 M<-ZRXQ6:Y=G'ZL?R[_[1V*\\*8>1#.Q\-&$`0 MK*;6W(`)PML]4S(,.#/$/$_G'T]!@NGO-GLHT]O>Z`Q*KI5@U/#C_3?N*!>- MZ%)F?X^$-(I_#B3(W,',LZ^6NMWUE3&B\*BM>%Z<7]S+*=^Z[MKL"@0H33E' MU/`#@(K8;0SN)D;<;D2!)_LHOD(<[40ZBW^:ZN)QH&U;Z$DXC;DPK*>^VG$8 M0:8FLQ?^('8Y/5=#?WD#W(=?Y=,H4*[;9O+4Z(?V**&L+]8=,)/[2N;)B2O4 MW\1)_]I9O><76[?SPJ+-^ M;G/&K1CE9\ZSU>7DE#TI9^H$G1E-M6@..A7$?$[F(+72G-5C?T@()MP]\K<. M5M@`RQV%T5NP5`@A[R\2W"I!>F7?=<]>`X\.(G;97=G<$H;-E7?%)80)!;'H MB<3EUX?_,GO_X5]W.\UW!\?&694D&W($+M2$Y'#":H>G/)EF`-[B-\)5+GM] M>OJQ>_5O]5\K\L\77LDS4?0EW`=U#@-*]1Z=/U+)LH1SK#&ZI\\.RG$"$G@G M$,NJT[WH/J%BH#G+_<%K&$%5F"IL899)WMMU]@+XR6B%!N2-$^=DL,3/*C;!VEM-'$MBWF;LFV!N=V M-U;6E3VUMW(;^;[[B@<_4E;\Q')6?-L4:V0.-D"!/H MH90#J?X-KE%^0M*>@51@^'GT7<(9_75VKO1K;K:R_\W]MT!SN1)7L'5\N+PV MUWU%+I4ZNWX7?2:M%`(2WD2]8&>-[D.G!&7:7O`^4X=J13%`,.3+Y>R68699T*]<[RTGM14B,!?&"0;>V]Q@F&NB-&8 ML,#.E!Z.+&?QD8+;HXQ0N\!#L6#C"0."$2R^"BI--PD=.WJB7I474N2 M,<-ZL$5]:J=TGKQ=R'8O5[=[>G%I%N)JH\'**P]S/@K%"UE&N:2V[46=Y^-U M5Q))'Y(T/CD[1V1`>\,>%ZFZ(`%FN";H+WU6AD5R0.3ZHFN<(Y,I-\$FDC,U MY-I@4NMMPX=SA$=:7$@?9>5-Q79RHH^F:<%4K>5^T%WM\^3R='#+^]G)<[4J MLO"]5GPTW`IT?RZJ14/\9$)RQ025;*.FI8WK4Y3Q[H2:85.](9><*35/SV9C M^S-"`SN>LI,G['$4RQC6@^Z)`8%W>Q!II>U9U=7]K;M-MN#C2%49'^[#` ML%/=(MA[>`(KA[/W]-!ZJIZJH*<'[F5;M:<'_@Y(]6`'/=U?N:>_S/1HR(/V MG,86MMR;A\Q,NX'1IMT`@,X2Q6(Y\FS!$[]7+=1C>0S%5"('\22>U"%0XHF9 M!!I,O\E";&V]K<2*LL8Z+7GJR!?V*I6I`E8;E!:)`F6O5^L9:+U<0/&@7M=D M%?)+G,I5-I7:U%SREQIKZI),^&XLN?^^DTIE?VPOWE*;Z+>DHNU=\N-`MCJI M]"1#84Z9B:$0MCR)^+754Q%90(%3]9RRQ\JF1SQ6X8`"V(76>?UR8#O^YQD$Z.V0SG'T8;R]B78=O=!9/!G-^LF6@*R67%? M>_K&TKZ#@S;XZU4S]^SU^1D9U@1%*IH/;G\>V8(II!<`@-9&=!K<46B^Y29]V9+98;:;9(#REDIEM@]V/?9*:5Q67DG029 M-0:DN'IC)I,,!GW2%T>:=6X%CN5:;_J@8&078^^&]<[)$!;P+2N'/\(*AU98 M6*>:'@&1+>LY^V3//IGHTQI,7MHYB8PR9*W9 MI]5E>97J`'19&@\C&@1.YEH=,8<+G)BM!8"7NV M&,T*`Q>K"6I*N8X_7%_/?_A_`0```/__`P!02P,$%``&``@````A`'7F!DSF M`@``E@<``!@```!X;"]W;W)KGATPP2I@9#M-^_<[MG,SZ;;E(8&9XS-G+@S+ MZ^>^O7YTW+' M^*-H"9$.,`PB1ZV4X\+S1-62'@N7C60`3\-XCR4\\HTG1DYPK0_UG1?Z?N+U MF`[(,"SX1SA8T]"*W+)JVY-!&A)..BQ!OVCI*`YL??41NA[SQ^UX5;%^!(HU M[:A\T:3(Z:O%_69@'*\[R/LYB'%UX-8/%_0]K3@3K)$NT'E&Z&7.F9=YP+1: MUA0R4&5W.&ER=!,LRCGR5DM=GS^4[,39O2-:MOO*:?U`!P+%AC:I!JP9>U30 M^UJ9X+!W M$Y2DVD,*`X&!/D)"&U%>(J(3Q`,=1S&0X1MBE-<6D_IVJ,)`=,=U`N69P8H$ MJ9Y%.J2KK)#_62YI,(E@(/$9)+$1Y5L(2P.0O*)!67,$NH_U3$_5TDD5!I+H M?D3SB<+2\OZOTC`P9[&G;5?>B8;(SK(PD$QKR-S,OF9?KE(;7WX<;]4HL70> M^J2L$WVQ':\PD%3K"V-_?]F@\AV0I21]58FR3I3,[""%@1@E01"%T7P6AQ.Y MI0T*@L1/_/FIAI82]?$XO;*'FBCK1,ED,@L#,4KB<)ZD23R=;]B6BB;6=3N] M72:^V8-F??2$;TA)NDXX%=L.,*PAG#E:S?HM@@6\DK`.)_82UK*V>T<';,L1 M;\AWS#=T$$Y'&J#T7;79N%FLYD&R4>^`-9.P)_5M"]\_`MO*=P'<,"8/#VIU M'[^HJW\```#__P,`4$L#!!0`!@`(````(0!DQYYHO@4``$88```8````>&PO M=V]R:W-H965T&ULC)EM;Z,X$,??GW3?`?&^`6-PDBKIJLFJ M=RO=2J?3/;RFA#2H(41`'_;;G^T9&F;LL.V+W<;\&?^9&?_LT-67]_H8O)9M M5S6G=2AF<1B4IZ+95:>G=?C/WP\WBS#H^ORTRX_-J5R'/\HN_'+WZR^KMZ9] M[@YEV0^/]]&45<5!^C M)(Y55.?5*80(M^UG8C3[?5647YOBI2Y//01IRV/>:__=H3IW0[2Z^$RX.F^? M7\XW15.?=8C'ZECU/VS0,*B+VV]/IZ;-'X_ZN=]%FA=#;/O!"5]71=MTS;Z? MZ7`1&'6?>1DM(QWI;K6K]!.8M`=MN5^']^)V*Y=A=+>R"?JW*M^ZT>]!=VC> M?FNKW1_5J=39UG4R%7ALFFK*](!^]/S=_O]6[?K#.I1JELUC*9(L#![+KG^HS+UA M4+QT?5/_!R*!H2!(@D&DMHG7LUFRR$2F?AXE`D?V2;[F?7ZW:INW0+>'GK,[ MYZ;9Q*V.;!Y!QCJ5A;EX;ZY:C1[N].CKG12KZ%7GI$#)QI4D5+%U%?(BB;2/ M#S/Z$4=F!A-F5+L*@XL)2:?8@"0=2115;*<4Q(.>Q^/!C*Y#'>3B(:4S;$"B M;);25,3P0T7;L4@NLR43$2?Z<3Q.S"ASDM%)-B"90[TDF\(6=CN6I$(Q#;&A M.W1DPW:(NG2(NRN<#/6#./YTQ#_"CB9V@2,\I\S%E:0`(^ MQ!P+1#7;L2:))\LS]_HPH\S'@LZQ`0F61_%GA7R,-4*E4_DPN\EE!0_Y,*/, MQY+Y``GFPY^.20FIRM+KPHQ2%VG,7(`$LY'X;8PUZ8)GC/@0FN*>=-AAYL0A MF;EU'8*55/@7#@:ZYI=ZH7`=2B,`B&.8I!<@VOIO4`/3J&3`"U*06LJRGMW@1FP22<=%0"Q2O'SWB=*P+$3E] M1+WXT2I..O'C M5;A\3?E^@YK!R14K8\2FDHNH%S]DA8>RSLH9(W0>+_4W!?/#>4)4(IX\%R1^ MTMIANHY3OGA0`YD1:2S\=I@,12/7)#N)G[9VF!X?,_;<&]3H9?]QO&-MM9V4 M4!]^SB9FF.8EXSL0:H95Y%]&5.1T./7B9VT"Q]#Q#I3Q'0@U6".YX"`%O%"5 MTM]I:%]1-W[<)BYN,[X#H0;<*,D;$\U`(!1EO*FH%S]WS35+E`!6K M`Y&F4^*G;>*AK;.&QR`=4,'XAG&N5(X6Q\_:Q&5MQKF/&IQER9<$9F.,VF2: MM/H+N>_D9H<943CW40->YA(7,N':;D5YRXJ"&SL*:9E%`?E+8V,_-,GQ!MR>^E2UW%J8L:ODB@ M9ZY#\1!,0"54IDN=2/>J&4M9F)!UEQ*6M MXK25H('Y;K*%/B[0+09M?0*XT@]<.\QRPX&+&G"1J(5_`R(JL5A.KR,*7&<= MN>!5'+P2-.#J"G:)YB;AQFFY_/B5+GX5AQYJT(I*KC3/&-)"2,'A2.U0!CL9 MDY?RJ_Y^U3=>J"8[G7!\=X MIA=[T,)[8/C0-V?[^O2QZ?5K7?OK0;^O+_6[U7BFQ?NFZ8&PO=V]R:W-H M965T?OE[.FM+)Q7*B3CU1QAUT<.K1*> MLFHW1[]_Q0\3Y$A%JI04O*)S]$XE>EI\_C0[3+) M:4FDRVM:02;CHB0*'L7.D[6@)&V*RL(;^'[HE815R"A,Q3T:/,M80B.>[$M: M*2,B:$$4C%_FK)8GM3*Y1ZXDXF5?/R2\K$%BRPJFWAM1Y)3)].NNXH)L"^C[ M#0])\703(F\Q M:_SYP^A!7OQV9,X/&\'2;ZRB8#9,DYZ`+>YWJN)F`'\)):4;V MA?K)#U\HV^4*9GND2Q)>P)O@TRF97@+0.7EKO@\L5?D.C?H>&9 MKAHW(J+(8B;XP8$5!N.6-='K%4]!5]L0^#`;B4X^ZVS#0%A"]'6!@PF>>:_@ M;'*$EEUHT"9672*PD*B+6,2ZEXB[A/V:S4W$`T_.QL"471AS,D1'+4/\<;O; MY14FF%C=K.Z!HJM0T'[=^AXHO@?:]$`M>V`E7[%'1[4]>AOI!;2T`RL[$)T" MSN42L]Q:7X6&;2/BJY"EM+D*?2BU>H3]=M&CO3=T%C8+:@U\U![3TD#P>>XN M;!.K7B+J)=:]1-Q+;&X1+5?@U+OABL[.$:RD<\,8AWZ[YZ6!PN9`&5G)E4G" M<,X*EF51+['N)>)>8G.+:!D2M@PYG10Z:AD13*Q.E@8R1F#;B%;26EC197)@ MGV51M?UEJ'%URYS0X^EGY4FH[-=6HND)KLZ'^.$%$(1H2J@;I4V:9KVX]DX3F(U MCB/;E/:_W]F&E(1J[0O@\W???7?G.Y:WS[)!3UP;H=H<)U&,$6^9*D1;Y?CW MK_NK.4;&TK:@C6IYCE^XP;>KSY^6!Z4?3S\DU92=N?[B@ MEX)I951I(Z`C0>AESC?DA@#3:ED(R,"5'6E>YO@N66RGF*R6OCY_!#^8L]_( MU.KP18OBFV@Y%!O:Y!JP4^K101\*9P)G2PCT!R)P^^^^#*&R=XW063;,X3293C';V.5_!M` MB8O>DTR.)-<@\W@_B2;S:3*=O<]"@B*?R99:NEIJ=4#P.B"FZ:A[:\D"F(\I M''7T24%IF4/?.;AW`KD&K$^K))W'2_($96)'T#J`X)&_@H:(S0GA\G.\VS,# M`66]/$CZ3-Y)A;..5,39,,3Z$C,9(C:7B'0$V5Y"LIN>92`T?5.HLT*SSRJ1 MS>8]@4]]'3!0^[Y:LR%B\RYB^S_$0":$>:.>SIIC2+:7D&6C4JP#9G;J^4CB MX';Z6J/0W?/;-'GMU$`:3,(;TIQU+"T=!E\'S%':*/;F_'*4$^P&1QX=LC#]_F<-6YW#9,01@$NE[.G@%E+_/['Z!P``__\# M`%!+`P04``8`"````"$`6NQFF]D#```,#@``&0```'AL+W=OX6`PNJHG7I!T7:FT^GE&3$JLT`8 M$M?MO^])`@AAV^S6!Y&3[WPYEX]PG'Y\SE+C"9DV.2GV?F MC^_!AP?3H"S*CU%*]D?*17C!F!C#D=&9>&"LFED7C"\XB M.B`%SF'E1,HL8G!;GBU:E#@Z"J!*>`,.A#QR:'CD)G"V>MZ!:,#7TCCB M4W1-V3=RV^+D?&'0[1%WB4D*.\&WD25<`I!Y]"RNM^3(+C/3]08CWW:1,S*- M`Z8L2+BO:<17RDCV2X)0125)G(H$KA4)<@;.PPB-O#>PN!7+\,YBOYT%HA8) MP;6)Y=6)>)4S7&OG_PC!KUC@6K,X@Z$S\A_>4E1X$D4B<*U9_B.6<<6"H(,U MS>M[8TFU")6M(A;-IR6Y&?#D`ALM(GX.H`FGKO15B:11'.@^YO!/'"^\0$L4 MK$]SY/K#J?4$&HXKT$*"(-\[:#CJ8I8UABN9,Z]4PUHU!*IAHQJVJB&L#:U( MNG'L:D0=Q[YEL*!(3:7@F>A5RK6;PO#E;F'\A^Y6BSX$#;TN9EEA!/'3?(A` M;5W$JH>PQUW$^H5]7%^A"50:6^W0YD4:)=ZM0F-[JAC"/HW3C7?71[@*9-^' M^/>L.VV"PZ?=IEJWW`Q'8EN2KN]W`UE($!Q;C6Z5=)=:Q$J+6&L1@1:QT2*V M6D2H1>RTB/V_$)VV0%';;1'G3.OIX+>4J M?#<,2N]66L1:BPBTB(T6L=4B0HFH,T5WI8N3]WV=AOU".]`Z[UI>RMEW6J]0RUBIT7`=,Z+^')]9!/D]"WGH@R7 M9[S$:4J-F%QSD+0#HFRL1&?\)2K/24Z- M%)^`TA[X((M2CO/RAI%"C`\'PF`Z%S\O\*\+PVAD#P!\(H35-["QU?R/F_\! M``#__P,`4$L#!!0`!@`(````(0`$"/!!J@0``(,3```9````>&PO=V]R:W-H M965T6E$-%!3O67Q5]QE4?%^O;S$,KN`BWV2)M5/ MY=3WLGCY_93+(MJGL.]/-H[BNV_UH>,^2^)"EO)8#-JM# M`CO`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`"I3;0! M;>5.*EKGR9GW2CAS2;23#^TM29D[I3\R_IBK5:ZC[Y=PIT2'M;>GD-I33^G7 M*B!DAM MI!U,2[FKR6N?OK`92;!S#>++"`;`G$GG3&\>]&*0B>(D=B)-2R^6UQRZ8PC? MHAIK\];R&N(7<\.^A3<8]9X1-`/P,G*)3N)'5)R2O/12<027P\$,>`IZ1*$/ ME;RH=XJ]K.!M1/UZAL\&PP&(CU)6]P^P<-`\GVW^!P``__\#`%!+`P04 M``8`"````"$`@S26F<$"``#%!P``&0```'AL+W=O2#`@41JD+4;=(F3=,^GHWC)%;C.+)-:?_] MKFU(,:F@+Q!?GWM\[KG.S?+^133HF2G-99OA9!1CQ%HJ"]Y6&?[S^_'F#B-M M2%N01K8LPZ],X_O5YT_+O51/NF;,(&!H=89K8[I%%&E:,T'T2':LA9U2*D$, M+%45Z4XQ4K@DT41I'$\C07B+/<-"?81#EB6G+)=T)UAK/(EB#3&@7]>\TT;5D6(DZ.);U4I%M@W4_9+<$GKD=HL!O>!422U+ M,P*ZR`L=UCR/YA$PK98%APJL[4BQ,L,/R2*?X6BU=/[\Y6RO3YZ1KN7^B^+% M=]XR,!O:9!NPE?+)0K\5-@3)T2#[T37@IT(%*\FN,;_D_BOC56V@VQ.;0F4# M)\$O$MQ>`:B'Q=#29Q>,DG6"T9=H\J8BGH5'K(>8-$1LAHCQ&20?0F;SGB40.@Z$.A_'<6^;W86FGSJ2 MSB<]D_-@[4'0A-ZV:8C87$7DEQ"!7CCF'6-M-,-0=2]A?F;)VD.FKO?QF;X+ M>_GI7OI6>B`*7H9W1-EH*&H\\,YCX(Q>^+EW5Q'Y)40@8->^W'JAY!@JF(;UC0: M4;EKH7D)7*P^ZJ?X&J:X&X51OP'#M2,5^T%4Q5N-&E9":CR:00N5G\-^863G MYL16&ABK[K&&SR6#D1./`%Q*:8X+.^G[#_#J/P```/__`P!02P,$%``&``@` M```A`'#SDJP=`P``V0@``!D```!X;"]W;W)K&UL ME%;;CILP$'VOU']`?D\,))"+0E:;H&U7:J6JZN79`1.L!8QL9[/[]QW;A`4G MVK8\)#!S?'SF@H?-W4M=><]42,:;!`53'WFTR7C.FF."?OYXF"R1)Q5IX14&INTF9Q"!3KLG:)&@^V"=+A'>;DQ^?C%ZEH-[3Y;\_$FP_`MK M*"0;RJ0+<.#\24,?9&P@[Z)"6[6*R_*=-0!)+RMT=KQ&S!Q(>@U9K'J6D2HHQ4"52=K,[W.D MO=`F`S%Q-.^)3+P[BX&$]X*=).[_BDC?0XSDPC8#N98F_&DMWVC1"ZN M50[Z4WNO5+J5MZ";"O;69R.`L:6O<8SI$#%9.)"15#U/G?-G(%5[QU)7T7BK MG878%IU$,V`0.G)4?ZE8@C:Z17T0(H_>D"^E+8V60?%&_-B7W@ M"D:-N2WA$X+"">I/`5QPKBX/L#'N/TJV?P```/__`P!02P,$%``&``@````A M`-7*'8>"!```,!```!D```!X;"]W;W)K&ULC)=1 M;Z,X$,??3[KO@'A/P)#`$B59E:#>K70KG4YWN\^$.`DJX`AHT_WV-\,8@HV; M-`]M8OZ,?_/WF,'KK^]E8;WQNLE%M;'9W+4M7F7BD%>GC?W?O\^S+[;5M&EU M2`M1\8W]BS?VU^WOOZVOHGYISIRW%D2HFHU];MO+RG&:[,S+M)F+"Z_@RE'4 M9=K"S_KD-)>:IX?NIK)P/-<-G#+-*YLBK.K/Q!#'8Y[Q1&2O):]:"E+S(FV! MOSGGEZ:/5F:?"5>F][[@SZ MD?-K,_IN-6=Q_:/.#W_E%0>W89UP!?9"O*#TVP&'X&9GG-[8?S)>AZS-O:5M[ MWK3/.=YK6]EKTXKR)XF8#$5!/!ED`9CRNC4;&^H7:!L8?=LR+XK6SANXE$E1;!"I MBEVO0*,M,H?(5 MJLXTWQT\PJNPP",8YKNNRA.3"!P?B`-5L7NH2.XI%%Z8QN`BCFYLR/J&$&@0 M,6F";J4#+W"[CP:J:((O)DVB:#RP`S]#'`46:MD`BZ,Z;#@$Z(HH)DU(L)$^ M2:?9C35A1!PW$"I&1>/J"2FP@1$61U782#>6),3*?"9)U(1VBFBQU$F(5A'Y M/J.'I!J[C8 M$Z95P*A5C!];\'C5K96J?G^%FB\2F$+U27U`/!8Q&>@CA[&%&)"ILV@=06L_ M,2/5O2WV6)+*FUJ+R3Y$.(X&52'KBJL'81PS`U%X4X.E^&_<@WUB9 M.WC3Q&?,`]ZQ:-)F5%[L)`9>:C!C7MAP_O",Z7R)F=*&)BLI-]Q8-),&W_:2 M='@L"O7'LTJ,'>5&K+^(,6HXVKY;Z.3WVI+D?BA)Y%Q0'88&J4)C;[D#3:UG M;'<0ZF\/3.E/QDK=2QV:F$P!](LJ*+:6&VC?AN%`I;>V:-(N2$/OC;[[ M0?U^0H3'-YR-(GD+^/>T/N558Q7\""'=.1ZY:CKQT8]67+K3U%ZT<(#KOI[A M9,[A=./.07P4HNU_X`3#67_[/P```/__`P!02P,$%``&``@````A`/A.H8^\ M"```ABP``!D```!X;"]W;W)K&ULE)I;;^,Z#L?? M%]CO$.2]27S)I473P236[![@'&"Q.)?G-'7;8)(XB-WIG&^_E$G;(J52W3ZT MC?4SK;](D;3C^R\_3\?1C_):'ZKS>IQ,9N-1>=Y73X?SRWK\Q^_?;E;C4=WL MSD^[8W4NU^._RWK\Y>&?_[A_KZ[?Z]>R;$9@X5ROQZ]-<[F;3NO]:WG:U9/J M4IYAY+FZGG8-?+R^3.O+M=P]M2>=CM-T-EM,3[O#>8P6[JZ?L5$]/Q_V95'M MWT[EN4$CU_*X:V#^]>OA4G?63OO/F#OMKM_?+C?[ZG0!$X^'XZ'YNS4Z'IWV M=[^\G*OK[O$(NG\F^6[?V6X_>.9/A_VUJJOG9@+FICA17_/M]'8*EA[NGPZ@ MP"[[Z%H^K\=?DSLSGXVG#_?M`OUY*-]KY_]1_5J]_^MZ>/KU<"YAM<%/U@./ M5?7=HK\\V4-P\M0[^UOK@?]<1T_E\^[MV/RW>O]W>7AY;<#=#W MZ'2P,0#2=S_;O^^'I^9U/.Q[MW^JF.OV%4$*F MT$A*1N`O&4GFDSR=+U?_CY6,K,!U.ROI9Z1Q!C,/'Z MLK,1F]R!85H'$M.O##AH;^FO%E^/81>`YAJ._GA(LMG\?OH#UGI/T`8A^#U` MN6"V`4/<2M$1UB?VVL8Y,(79]Q)@51T)W4SM43O3[O0-'G!G=9NN^#6W/I-R MHO")3"#&1Y:WO14V<_"H,_-V\1>S?JWM*(2;NXS9;-%;:A=E@U#N0(+81HDB M2AB-8(I@(E)1-BBRH^LQK$\?&(NE<,$&&4T0$HLV^O(%)$[[PY>E<)EY@HA@ MC,ODBP5"O1TF"W:&(ZL+,7N4RX'-L.PMH(,0TO0@D:2WK:+9)!-[I8@!1@&8 MC$50ACW*92R<@$45R&@JD%BV&N1:MC8*E\C()WRQC(LD*\TC2R:EW3I.H-E1 M+@D\(R,-(4T3$KUG^&0+,3J9R43@`4EO@;G%-A5##NZBRQ[E&A8K$<(;9#0) M2*!;;O);L:3H&,9\L%D8DTKO,3FW3(YTC1WELL`U0W[$<$-(TX5$YYJ;V626 M]XN+JGQB6/Z6,#XQ>)`I2J"_"'BH/JDFQ*LMFZN3F#3\C7>$*6*0T.NI\02%61%08R*<%VV_`ZZNMV4 M8%5V]2Q6@[LQ[`A2Y:`=\E6RS,4:8^R1(:+27.X7C#]!S60IX[IL#0[HPM+L MZ@(_B17>)%H!;R>S)<1Q0I)Q;Q6'VPIUQFGH4\:>A2:">5#%=DRW#`0UB=A8>\T$-*E<3+_'*"$^Y_+\V- ML%K`+8U=S?D"2[>K58$8?5V!<'&\B(1*561:`/DIE*'32*&)[-A;W,YMD(/ M'@GM M(1K$#7*3!UMU\X$%KD9O(-)@`R%N3C=$J6IX`R&]0Q:Z%,>7'^NL0`8+7`\$ MDA)MJ1WVO"/JWX8H50\:(@\6`NV#?(.*8VW#82X MRS\D*$P+`AF6G[R#%^DL#,-<#RRIXYTNO:7V,/=*GGI.04AU"B+HE'!VHTLA MDLK>FK2X9A*UG[./#T."L&*+I";OC]J3UV-5D2C]HNR0A7[5_;M7GQ@X40U6_^`QD&)1ZF8]KLF4WH`FK ML:LIR=(A9-LHV*1(J=Z193T=:@;M&H\8EI^"31+)$"9[60&PI@I0E*.*(41'FKTSO%-IA M3YGLXXA2)KTE!,5_4%CC9HR*<&$0:X%`S.QA3Y!LY(A2!:$A%/3!PSLR0Z+) MX]SAAC&I?!C!)=EJ[.^M#(NTV%NRFR-*E82&%*2(6S$JPO7`E1P][:YROV.Q MP_$O69!2)KW-HD@11XR*<%WA]B'SVP?_J3%!JARTHR`%6<'`N_&:':Q1ZJ6X MH'`7D6'YCQ0IHI3I;N-($4>,BG`]MCH'-A(6;;&1O-R`E*HGBA09(I0:9#=* M#M+,<$'A+B+#XB\$R4:/*%50O(N(6S$JPO78VAQP$);L6,`AI>J)(D4618R* M,#TY[Q^Z-KP][!4C>:='%(;*8AF\*=T2I(@NXHA1$:Y([QORT!.&=.B!L=\C M2IGTEA`4GP?O[(JX&:,B7)BMZT/HR58OM\.>RV1#1)0J#`U1`@@ZM8B;,2K" MA=GJ/@CK8Q"+/L\1F;QMRI%2!461(F[%J`C7`Y,)Z;&'9=?@W3GE2*EZHD@1 MMV)4A.L)=PWP$#(0<%Z.B/8$6S*D2"X(H9B$F^?V1S2LJAVN*-PVY-@VB(B3 M][9$*=/=QI$BCA@5X7IL/1YVD.Q7W;OI2"B5%U:W6\S9Q&W8E2$ MZPIW#[G?/7@/B8C!B+E)L^!WWUNB%,U%'#$JP@79VCTXJD]U6-*Y@_S4$"W\ MVSR*%''$J`C3`V];AO2TA[U:)!^J$(7O9'WH(J(T%\41^UJH359A*R@)7_O$ M]QQ/Y?6EW);'8SW:5V]GV#8I?./2'^U?-_V:VE<%Q?$MO(;:OLHY[0?@Y=#+ M[J7\;7=].9SKT;%\!I.SR1*2XQ7?(\4/375IWZY\K!IX+;3]]Q7>]RWA3<;9 M!.#GJFJZ#W#A:?\&\::^T6NW',R%.@@HX`K?I_?<[]C@4#PYM'MHP',;'9X9C M.ZLO;W7EO?*V*T6S]MDL]#W>%.)0-J>U_\_?3P^/OM?)O#GDE6CXVO_).__+ MYM=?5E?1/G=GSJ4'&9IN[9^EO"R#H"O.O,Z[F;CP!NX<15OG$B[;4]!=6IX? M]$-U%41AF`9U7C8^9EBVG\DACL>RX-]$\5+S1F*2EE>Y!/[=N;QTMVQU\9ET M==X^OUP>"E%?(,6^K$KY4R?UO;I8?C\UHLWW%U_Y4M=U'F!YN5%NC?DE^[P7>O.XOK M;VUY^*-L.*@-=5(5V`OQK*#?#RH$#P>CIY]T!?YLO0,_YB^5_$MU'Z>S)`MC%B6^M^>=?"K5L[Y7O'12 MU/\AB)E4F"0R26*@:>Y'L^@Q84GZ<98`&>F9?,MEOEFUXNI!>\"8W257S<:6 M,4A8J.!7%=7W@%4'T=<-B^-H%;R"&H4!;<<@@MB-$8,D`3#H:<#D'#14%+3R MO9Y&ND@("\3,AQ@;L9M"6"1@(`<)%5W[D&1`(K6'V"(FU4K%H?[8B-T0P1B! M6"Q@*@,6GFJJ..PKH^Y2-ID]UA8QF6:3NND,(4DZ10<:=$#GUB`J2FD\$AJ( M01J/9`C=9KLA(B$(2Y/424)%*8D%(8$8)#%WLQA"TDD:F9.&BMHTLC`D-!"# M-*+,79,A)@9WT)\^CZ6'6D'&;ZV*4B*L3Z`EWR+&%(7V(59E"$EA25&?/HM% M8^&DH:*4!G&&+6*0QNAU0!H69#Y%@X%S.^3084HD[F>">A@0,EFX!;$PC"TF MN=PQ5+3"H8MDX9QR09!1Q=TD;(B9[!&F?&_<)#I,5:&F:D"3]3&8N;:9.PW" MW):JPS:'>41=S(!,98CFV"(69+)3F>VJ-QO389M(%E)S-R`DDM[I5ANTH$YC MO3:P1W!69FRJ63A2!4%4=:.'^Z8]N.VE='UA8U/-0NKL!O2!(I:O?J"(VUD9 M6B(T4;_V9B%U>`."`O<@4L'=),16Q^VLS&&M[+WGC94,C?.!);0A38UL5$HM MQZ;C=ECFL%A&G=Z`L$@/&1W'L,%,M)TL$I%MK[1C]&WR#C'J]P9DR)@-!Q%P M9X.22<^/W#ZKPY0,]7P#,F0BZJ*H#`%1^6R%W%8;J3`E0TW?@`R9V(PSD@93 MW2C'DUNVR.VZ.FS3@5W]2!S)(<4CG;<09@N;3FX3(MMY1^^!6%.;7O[[` M:J02HI`5H[,WI!`#?_M,[T9@U\MMP.H81>H%5.C::%!(Y0Z3FP]_S,1VX]NZ M%(U=&)B\ST9/>&M0R"2C.UC.FX68 M*4IXY,:#ZB4_\1]Y>RJ;SJOX$6H;SC(0N,4#-UY(<='GU;V0<'[67\_PPPB' MPVPX`_!1"'F[4$?Z_J>6S?\```#__P,`4$L#!!0`!@`(````(0!2K]2/)00` M`(H.```9````>&PO=V]R:W-H965T/GSM: M[.5-3>T%OC_WFJ)J7718=I_Q8(=#5=*&MCV:=+0N>N#GI^K,;VY-^1F[ MINA>+^>GDC5GL-A5==7_D*:NTY3+K\>6=<6NAKC?2524-V]Y\6#?5&7'.#OT M,[#S$/0QYM1+/7!:K_851"#2[G3TD+G/9)F3N>NM5S)!WRMZY8/_#C^QZV]= MM?^C:BED&\9)C,".L5[_9M??:74\]3#< ML;BE9#4\";Z=IA)S`$(OWN7OM=KWI\P-Y[,X\4,2Q*ZSH[Q_J<2]KE->>,^: M?U%$E!6:!,H$?I4)B6;!(B;Q_'^XA,HENKL$GW;Q,"Z9C[SHB_6J8U<')AF0 M\W,AIBQ9@K-*A(I&IP9&J!3J9R'/7%@&$#2'UK'00&#K413F34(#2Q'B45VZ%B M=)[G0X4=DH&;3N**7ALWLG!1@[CI..]0$J=C(>5#R3RV)`8Q@1(ZR/!MHY7- M)FL4)Q:K$D5RQ=T'$+.J.C&2IX7%(#7Y!P8FH*@0]RF@`;%P#'>Q)+!VGPU! MD6*P\Z`X#-Z-,E%?;F3ZTQCV1D2PU9F[PT$58HF&9G+&4$@"W;M6O',^!.%%:[1OQ*B+:/=T!+PCG MXDC_++ICU7*GI@>P]&<)C$6'[Q)XT;.S/&#O6`^O!O+O"=[Y*!QX_1F(#XSU MMPOQ`/T6N?X/``#__P,`4$L#!!0`!@`(````(0":M18%*08``!4@```9```` M>&PO=V]R:W-H965T:.RB:XJZ3DI=MGYL%'_^=MY6*E*5B_* MU^J8IK4"$<[51CW6]>51TZKDF.9Q-2DNZ1F4?5'F<0T_RX-675R^ MOET>DB*_0(B7[)35OYJ@JI(GC_[A7)3QRPG:_9/-XN0:N_DQ")]G25E4Q;Z> M0#A-5'38YK6VUB#2\],N@Q;P;E?*=+]1O[/'B"U4[?FIZ:!_L_2]ZOVM5,?B MW2VS792=4^AM\(D[\%(4KQSU=SP),FN#W$[CP)^ELDOW\=NI_JMX]]+L<*S! M[CG/DA0G*`G^5_*,CP%H>ORS>;YGN_JX48W%9+[4#3:=J\I+6M5.QO.J2O)6 MU47^GX!8&TH$F;9!#*AFJT\GT]6'95^70[UFUF>':9O]P.!N-%N`K.W,)\MB6:&"/-V++B M.GY^*HMW!28LC(+J$O/ISQX9A&Y'53LTNG$&PSWA^'?.-[E@!%60^N.9&;/% MD_8#1F[20J:`H+,Z:#V;RLSVRO#QRR-;.,'&"0Y.<'&"AQ-\G!!<$VY58W+% MPBMQK5C42]"@U[JN@]X:=)VA=SW%9;FGEBNY*'.(X%X:$HRM$&3=A0RY+'L( MK6>(<8:,@+\NXQ:(CX]YBE'"<8,J@VX9#`%8Z&R'+=E2/Y"4M= MW\_KB.?)L(3V!O/20"TV!0.K7#?@47NW)&&1A$T2#DFX).&1A$\2`4F$)!&- M$9)OT.WW?./)&Q7L[SR!E0H-,5-`"[&0+6?=P&B6I&U?G2-'K;YH3%%6NZ_. M<%ZGKQISE-?MJ],I*M?KJVR%1J+?5XT5BAST5:8S76YO*,EL=ILG37=$DJSW MBI;L@-=UWX[FC3*;=\LBEP>VX(510%!>YQWJA2U)6"1ADX1#$BY)>"3ADT1P M)?C[]@%9'DHBZ0QQ[@\<`R-#5-`8XZ1A$42-DDX).&2A$<2 M/DD$5Z)QC*'Q'4KJ%$W#2%+9!Z;!AG;,-"YCT^:H(%-`8Z:1A$42-DDX).&2 MA$<2/DD$@A!O@_4*O2O"OLK@+"4OGI$DZXO;!)'F&C^-]_;;UTT&3T:;#+P[ M,P4SYA9)6"1ADX1#$BY)>"3ADT1`$B%)1&.$Y!L0H62#!,.S3=9GMV66,DW?FX>,Z[1 MY9G'C#DJRVRI,>MHQ*(1FT8<&G%IQ*,1GT8"&@EI)!I%9#?Y6?S.\LG$&5W> M[,]O;\YF_VJVU*B+(M`(8M%1;!IQ:,2E$8]&?!H).J3YG(-6K5!2T38\DL2/ MIB`_@O=,:];.Y>U$P#\[#1=/M)$U6VK$F2V-6#1BTXA#(RZ->#3BTTC0(M=5 M%'^:"&4=OAZA913IO:.J///X<1R;V/O:Q<1Q'!57&9(+JG$.=L47ZT#F4GW).QE'7.:BTH7-R M=E19#V4?.B=G-VX]V[Q(`I1_C89I*.GWG)/CKV_UDYWCAW<\YWJ?4N#VYXYS MZ-ABMA04^>''%!JQ:,2F$8=&7!KQ:,2GD:!#^%MOL/D<5:-.O=>GLH?\,#_F MH3CLHW43+=(FW"MRIT<])!&+CF+3B$,C+HUX-.+32-`AW,/!++SV2&,P4OE5 MK>A2I`KWQ"VLN"G+T_*0;M/3J5*2XNT,LV@*[Z\N5=S^FNP1+IO@S@BE!_Q6 MN+G7[02XJ[W$A_2/N#QDYTHYI7L(J4]@1Z24XEI7_*B+2W-_]%+4<$O;_'F$ MZ_<4+LOT"<#[HJBO/Z!@K;O0?_X?``#__P,`4$L#!!0`!@`(````(0`_=#W< MPP0``$45```9````>&PO=V]R:W-H965TTUC5*J!6$"W/?]^3@A!$FCC>(%Z>/*> M).\!0F;?/]-$^4!Y$>-LKNJ#H:J@+,+'.#O/U9\_O&\352G*,#N&"<[07/V% M"O7[XN^_9C>-,I0I._HP&/IWB"+DX>D]15E*1'"5A"?TO+O&U8&II M](Q<&N9O[]=O$4ZO(/$:)W'YJQ)5E31R@G.&\_`U@7%_ZJ,P8MK5GXY\&DY^J([AZFJ+6;5_/P7HUO1^JT4 M%WSS\_BXCS,$DPTV$0->,7XC:'`D(6BL=5I[E0'_Y,H1G<+WI/P7WS8H/E]* M<-LB32*<0"8X*FE,2@!&'GY6W[?X6%[FJFD/K/'0U`U+55Y147HQ::LJT7M1 MXO1_"NFU%!4Q:A'XKD5T:S`RK/'D3U3,6@6^F8HQ&.O#J3E^OBNC6@1:W$6, MB:5;]A\,R&:S#1`!R_SN.S1BV&S[-A!,L3/"&[98V^E-TQ@LGNGY`]]#"F/6PZK(%K MC750V6WKF$,D3!QB>9!2!4=X= M,VV=3^5W(2'3IDN(G0FZB&[:)I]IVX5$G5T7$0>U[R*02JCW0R\T;OK#.0O7 M89^S),PY*P968L`5`VLQX-&`X(@PW_XST.89*.B%1LTT5-6X?0;:/0/M>R&; M3W>00)PU<"_OLX:$X3'%U[5PD2TI!,>F^(6>K*2$*R764L*3$KZ4V$B)0$IL MI<1.2NREQ.$1P5D+C^>VM=6CT!PV3SYR>J["9=RX!U>Y<'];4@A2-I!HL91P MI<1:2GB4L.D#>L@^?-W[4IF-E`BX1%9_HJU49BLB5GWFG?!;4.F7D\ASZS;C#V%UQ;RX1E/ MVAV?$635)K3>M#-8H[X$`6O^96UOVR*&K?>I[-J,/::(T)F]--/A$<$9/>:- M9HLD$NX8+*Q#EA2B]HV,:=]P5I1Y4`2NE%A+"4]*^(SH\Y:>J\?1-XJ`M?[: MVK:&T5N`NS9B]<[67IKG\(C@C"6;`N*+R\AJ[M;D=,=@85FSI-`#\U92PI42 M:RGA20E?2FRD1"`EME)B)R7V4N)`"5J.8B5Q%D\?6TQ.=RP65OA+"CVR6$JX M4F(M)3PIX4N)C90(I,162NRDQ%Y*P"X2L88N/SIW"^HQW2:B>Q$IRL]HA9*D M4"+\GL'::0(73/)6*\17N@,[`]VXKSOP:M^-;W4'WLV[\:7A+'OU M#0?>J[J\:SCP>M6-KPT'WK(@KC4=A(D:`!3[$QF M_WV/;;YL(W9ZD\#A]3F/CWW\L?_\7I7.&VE90>N#BU:^ZY`ZI^>BOA[ZORC[BKUA_VXJFDR,1FF./C MOJ4/!Z8U=)LU6!0)VH'G+HM=*H:\PG#E0OTLY`<7"@\RQL#Z=O3WWAL,4]XI M$J6`WT&!=$7:*\10":?9Q.`!UL`&&9ZP]0C"*A#ZYHDR3",&1D1;$>J*S%:L M!X7&!&,XPR2L,*\FG8Z&YK*/B5)`AH>T;'1%^D-%MJ30("',#*2P'ESHZ8`0 MZPB)4DPAGW1%:BN,;F1+"@T2BF\&4EAUR*V.D"C%%!(9VA1VKAGZY( M@5'*2:>9L@9&J:4S&HM5A9JZ&24ZJ]@*9EC5#J&Q&O6<(*69!D%67FW-"-)M MATL2G57L"#.L:J/06,VZ1_9F$AAUE\YH+%;;S2C162$M2K)-LY%(7;;?!4QR$D[FDTXH-8LRL/!>%XM0JPSW#0=.B-I"2 M3K-(K=S$$BE&01C[F\B85=FB'QU:;!2 MDK)D3D[O-9RA$`S;8!UN2MT59O@`5Y$&7\GON+T6-7-*&PO=V]R:W-H965TVQ_?=? M]K=)NY47T7D?'=-S_-C^&>?M/YY^_^WA,\W>\T,<%RU2..>/[4-17*QN-]\= MXE.4=])+?*8SKVEVB@KZF;UU\TL61_LRZ73LFKW>J'N*DG.[4K"R>S32U]=D M%R_2W<52!8?HX+:GQ^22R[43KM[Y$Y1]OYQ^;9+3Q>2>$F.2?&S%&VW M3CO+>3NG6?1RI/O^80RBG=`N?X#\*=EE:9Z^%AV2ZU8-Q7N>=J==4GIZV"=T M!\SV5A:_/K:?#2LT1NWNTT-IT#])_)DW_F_EA_1SE25[+SG'Y#;5B57@)4W? M6:BS9XB2NY!MEQ4(L]8^?HT^CL6?Z>&QW1]UAN->WS"'[=9+G!=VPG+;K=U'7J2G?ZL@@TM5(B87Z5,S M^?E>9S(<#D:3,:G2$?1[HXY&1K#$6OWC2N.>2(=>>*H M,S"'XTEYPS<2ISR1CCR1>CWJ"B5=:RZE6VC*6UMS*%GP;]4]_=V.A-^_]C MIT$5J*XI2S&\[_:H=_!4^H=?U&C4XLZN0)V:RS0K'ZE:=L^S4BZB(GAZR M]+-%(P5UO_P2L7''L-@5>'?F]M<=G)ZS'0M_9O&/;1K,J.OF1+\_38WQ0_<[ M/3$['C/#&$.-F(L(]M0PV84.ECJP=;#2P5H'C@Y<'6QTX.G`U\%6!X$.P@;H MDLNUU=3EOF0UBV=6"Y-F`DCO3$!\(%L@`9"P213G:9C^DO,LG@8:.M2N3HV)ZNNL"NK?LKX. MJ:T'L@1B`UD!60-Q@+A`-D`\(#Z0+9``2-@DBO4TE5RQOL-FL>*0[-YG:;FV M$,,V"R^=%X[-.*E6+FP,G@-9`%D"L2MBTMQ=UY1F?+6FJSI(7'X-Q`'B`MD` M\8#X0+9``B!ADRA&TYS8-%H8RK!J*"<-0X$L@"R!V!69-J?8\40;Z%=U4&TH M%QK7TX53QS0KTU`UD` M60*Q.6&+ND:OU2:!E8P2YJQ!RI%!3:FA9K.,$E(;D/(J,I%WYP/90E8`,6&3 M*#ZS/2@N]GXY:+!PU7].9`OG0!9`ED#LBFB#AC;!KNH@8=D:A)PZIFF^MAYU MZR`AM`$AKXYI"FE3DU\'":$M"`5UC!0R#*T[A'40"2D5HF&T62$QVC"L5J(B M?5IK-CKP5.UU\SI(M'UTS)ZA#1$+&2`L7J*,+1"5O:Z6.=6JM>)1 M9K^\6%^[U%J(R.8Y`MW4=55=8Z!UQHU0D<*>0#>%?5587T-OA8C4#02ZJ1NJ MNN90SEEJ:=E&JS&"H M68L*R5IHM[M@KVMH`*0`60N0L7D4?QO'UK0KCG@M3&UF6&.&@\C51-1!=H,) M'B)?U=#ZQ!83`D2AJM'OU0U12\&V:]=*46WCE%)PU"Q%A60I-,L6;,VDEP)D M;!ZEE***$J702KS&#`>1RY$0J1THWR)M,,%#Y*L:4`JXF0`U0E7#E$.Y6@JV M?;M6BFI;IY2"HV8I^.:OGGRT!WA!^5`*D+%YE%***DJX*)_ITL8U9CB(7(Y( M1$YJ_9ZV4=E@HH?(OTMKBXD!HE!JE7.VO#FU-&S#UR@-?_'YR[4P>XFK+<$$ M:I:LBJ*GI^')5#ZH_&5G'25',RXOM6PN;\II;,71<%JN$`;P"(&(@R*N*@+U M`@T/-7RIT;A/O?9;'D4'<9\!:H52B]5K(#NY6B^V>?Q*O?AF4[HW8Z^W60EE M<^:(%@(UERBP@%^***EEE?/3.@ M,]>O,Z0S99?06D`?)9^O767&/E9>N<;,M.AU-[9WUK?H;2SRYX'U3'[B"7MB MT3X:N3.Q:%N,W)M8M,M%'DPLVK0BGTTMVE,BIYT365%^2=6LL(<6O6S##'MD MT5LMY,[(HI=4R.VQ12]HD#MCR[W&O;%%KU,P/AA;],*$>+=N*'W%O41OL1]E M;\DY;QWC5^IPO7)JR*H/OM6/(KW0<$+?A\;1US0M MQ`]V@?I3_]-_````__\#`%!+`P04``8`"````"$`RV"%^Z$)``"Q+0``&0`` M`'AL+W=O'T_;YG`_]*[&PT%]V#2/V\/S_?`_OT>?;H:#TWE]>%SOFD-]/_RC M/@U_>_CG/^[>FN/7TTM=GP<4X7"Z'[ZBT>:GWZ]-5\UH?Z,A3<]RO MS_3U^#PZO1[K]6/KM-^-_/%X/MJOMX=A%V%Q_)D8S=/3=E,'S>;;OCZK<^T_A/+]O7$T?;;WXFW'Y]_/KM]=.FV;]2B"_;W?;\1QMT.-AO%NGSH3FN MO^SHNG]XT_6&8[=?(/Q^NSDVI^;I?$7A1MU`\9IO1[H_-OAZ.&N%>B_V_KMU/M_<'IIWN+C]K'8'FI2F^9)S<"7IOFJ3--' MAZZ?UM]WYW\U;4F^?7\XTW3/ELFEV=";Z.]AO50[0I:]_ MM)]OV\?SR_UP,K^:78\GGC\;#K[4IW.T5;[#P>;;Z=SL_]<9>3I4%X0LVR#T M^=>#7.L@]*F#>%*TEU?\%\(8[2E M?_[&:"8\&OKG;XQFRF'HGU\>S:A+FS;=@O5Y_7!W;-X&=`_3I9U>U^J)X"T\ MBJP336>+23VZ`S;*_+.ROQ_2]%!2G8A^?[CU)G>C[Y3+&VVS1!O/M5BQA@D*"4H.J!$6EHA/1_44AEKX1D"98,K+*^4(TM MV"60()0@DB"6()$@E2"3()>@D*"4H.H!1S6Z)2#])F.3;>HP/=%ZV78]$:HL MM0V=P:3D7`AG3(QR0$(@$9`82`(D!9(!R8$40$H@59\X(M)M"R+28O'N/:SL MZ7ZG#Z/8K3=U-5MV1I./9#4F1E8@(9`(2`PD`9("R8#D0`H@)9"J3QQ92<$+ MLEZIU>S\LMU\73;MPLI/1F7>JLIJ+#7IEFWUF%L!"8"$0")-YN99$7=DWI^< MR?3:G<'$&/&`4B`9D!Q(`:0$4O6)(^+\DHA4H6@-?V]>VS7HDJ#*U154DYZ@ M0`(@(9!(DYZ@'9E/VA7-'\LE+3''C98=F4W-I&3&1JV*%$,\J')SG&,4$*,T M-CJ&6#@K3::)>" M5P9>.7@5X%6"5]7WS-R;;66,>'(#("&0 MJ".ZL%=/B!A(TA'?MV*!308D!Z\";$H@5=_+$>OVLE@*NV)I8B=[U1$AGUBA M`V/$\H5`(@@==V1"HS8SX]_>NC.3:+?Q=7MO>V-O[!JD$#?[F;BYB.M-Q8D+ MB%O^3-Q*Q!W?V%1SID1U.9<2N.7NI##JS0JB0",Q4V)5":T53U6$L6)$":(4 M488H1U0@*A%5#G*U4U7\A9O?ZZI[*HWXXI:,^MII*XL"M`HUG+C)E^$ MCC&B1*.IJHR_/WRR&=%V3REZ9(AR$404?`5ZE(@J$<2V?JZ^JMZ_I*_B(CO@ACQ8@21"FB#%&.J$!4(JH=KHE?[?N M]+J^P,E9C?J:`@K8T5J%&KDY.Q4/S`@=8XU\>^,D&DW]+F<]D?DI1LDP2BZB M^&(L!48I,4HEHO3*.U=ZU0OTI.>:0+5*,FTULN*MM)6;HU-1P076BG,T1!3Q M&6WXF)&MFA)$*2/KF#&RCCFB@I%U+!E9Q\I!KG:J!;BD7=<:D"-?[U+UIDI. M>ZH5HD`C(:$CC!4C2C32C]3;&['.I>B2(4@5RA5^%\22C<-_7S4/8)3X4_MTM8NLBO/6'&F!8A"1)%&-,7L&"-*$*6( M,D0YH@)1B:ARD*N=Z@,N::<[AKYV&MF+6WD=$C>N*#<":\6JA(@BC1SMX(P) M6J6(,D0YH@)1B:ARD*N=JM\O::?K^KYV&O6U`Q1X'1)RBL=,:*U8SD@C1SL( MG["5>?+X8J92MK##S!#EC#B.)]]_%&QAXY2(*D8FSM06#H[0_CO]3\O=&I.1 M/?,*48`H1!0ABA$EB%)$&:(<48&H1%0YR!7JG6;'QV:'45^HSDJDG^S?M2-9 MW9VQ4^M%9678@5\QEM59P@2AG9<66,K&..J&!D'4M&UK%R MD)NQHH=I,]:?JO;1R(CM#.6*+,D1!8A"C43':(O75MD('6-$":(4488H1U0@ M*A%5#G)E%.W,G][XV.:H#1BBS4$4(`HU@1IUX= M>6/YYCIE"YMP&<;)V8KC>+*?+]C"QBDQ3L56)L[,/D?<"7BGT?&QT6%DS[Q" M%"`*$46(8D;V]DL0I8SL(#)&UC%'5#"RCB4CZU@YR!5*-#I_FJG8`/FFM;$O MTJ]G8I%862O.K@!1B"C2J%^(,E++P0?O[HU9]\/<^.K69DOWZI,MK'H9HX]C MY\:LBTV;Z<0%%VQA8Y>,/HY=&3,S;MM-NI.GFIE>MP"3)WZW\W7S8^_P)2,[ MRA6B`%&(*$(4:S2UX1-$*3IF:)4C*M"Q1*O*0:Z`JJ/Y2$#Q*SUMVH,"[5*# M-1,OFE;:L5?A!HA"1!&?T0H8,_HXBQ)C9K)(='TI6]C8&:./8^?&[/WLAUZQ M-$X?WK5J8V2K,14I:LVAN]:*V4U>M^^QVXBVKX_/]:K>[4Z#3?/M0$\#6K\> M[@PV&RX_MS^!"KZDC9CM9D;)?=J@J99!R2<+VDB#_/-T\9G&C0>6TP5M$4%. M??E"==UX9.5["]7]X)'`]^G(I6$%_H2.7!K8TK^F(^U*("_%IQ%<'#/]E$=C M:WLQX4,_I-"12R.@U]=TY/*5SNA(FV(BVM*CL=%K)+Q2>@E$1]K=;<(GGBUH MMPAZQ/,%[;)`GLT7M',">3E?T&X(Y$LZ\:7SKDBL=K9&9D"TC_9U_5R7Z^/S M]G`:[.HG2KYQ^T/+L=MRVWTYZTTJ7YHS[:"E5PNT39*V1M?T>_U8[61Y:IHS M?Z$!C*4.``#43```&0`` M`'AL+W=O^_5R*I,C+0\?)2]/\>'E-'5Y1AY+B MS[_]^?PT^F-[..[V+W=7R?7D:K1]V>SO=R_?[Z[^^[OX=',U.I[6+_?KI_W+ M]N[JK^WQZK/I]'H['A\WC]OG]?%Z_[I] MH9:'_>%Y?:)?#]_'Q]?#=GW?=WI^&J>3R6S\O-Z]7.D,MX?WY-@_/.PVVV*_ M^?F\?3GI)(?MT_I$XS\^[EZ/-MOSYCWIGM>''S]?/VWVSZ^4XMON:7?ZJT]Z M-7K>W-;?7_:'];NNFSV M3_1)]._H>:=J@`Y]_6?_\]?N_O38AXV^;8\GL5-]KD:;G\?3_OG_IM&DT)U3 MTWE*P]/MT]EU/I],DS1_LV-F.M)/TS%-KV_R/)O=S-_N2:W]>.FGZ3F_GB>3 MQ?1"OYGI-Q_ZI9/K+,WG-Y?&2J=$_XGT\T.?N##]Z*?IETS?-=2$9EO/B9KV M#^F:#--)__G0:!,[E^H_IN<%A<:ZE/H2+-:G]9?/A_VO$9W7]-G'U[5:)9); ME_T'UO3$Q2XQ)>,3*1J@: M5VF+$)0A$"&0(:A"4(>@"4$;@LX#8U)HD(F4^9!,*E[)9`]P:8'3+0TTL1&V M2Q&",@0B!#($50CJ$#0A:$/0>8!I0BO)AS11\7=7]*]7.C=2Z:#I6Y(- M(8-D0$H@`H@$4@&I@31`6B"=3YAD=.WP);/+D,*],O:(EII,27M/JT50.T.0 M[58`*8$((!)(!:0&T@!I@70^84+013$FA,)<"$VH'NPQKH`40$H@`H@$4@&I M@31`6B"=3]A1DP6(';7"_*@UF5(=N>F_F033/P19:0H@)1`!1`*I@-1`&B`M MD,XG3`AE]KWKM#T/%.9":.)//Y`"2`E$`)%`*B`UD`9("Z3S"3MJ\F.QHU:8 M'[4F"_KA37_H.H:@8?J!E$`$$`FD`E(#:8"T0#J?,"&4SXPIT7,NA4%^!2`J M$)6(!"*)J$)4(VH0M8@ZAK@$RIMYIT!O5=/\FE9,O>V)F%5MY^@":F=\J5PW MU4ZP4(1>S$79C@6B$I%`)!%5B&I$#:(64<<0%TP9-T\PNV8HFQ^7 M,Q\%HA*10"0158AJ1`VB%E''$)=`>3!/@O$_-:*_'U!GLGV]C\K!FABA;($4"J$0D$$E$ M%:(:48.H1=0QQ`53GL\3;*@9[069*KX]-#4#J$@`E8@$(HFH0E0C:A"UB#J& MN`3*[7D2]#4SH_N.M":<=33:(3)Y-`H<37C7)!FB7-$`*C%*()*(*D0UH@91 MBZACB"F6GG'!/>D:Q&H&G2Y&E8@$(HFH0E0C:A"UB#J&N`3*?88U M[1H*!HPGNO+LH5#;C?$J,$(HFH0E0C:A"UB#J&N&)GK&Z*5M<@ M5C1H=3&J1"002405HAI1@ZA%U#'$)5!>,RR:"PN-MJ=LH1D8,,E6SM6I@J8V%4*J$!4(A*()*(* M48VH0=0BZACB$BBKZ4G06]V<+,LYGYMJ;\JT&>RJ7S'A/5[3D=8B5S%#1XM* MC!*()*(*48VH0=0BZAABWV8X/>XV/Y9[>F:6#&_X*$U" MM0S2+Z6I%W96-LJA`E%IT&*NWQ1*9M/`%0H78266B"I$-:(&48NH8X@K%=CA MH7[0\DX-_0E0@*@U:T%7=/:E%A8MRJIA/G`\7MLI%^;F"VX6UB[*Y M&H/H[IQ%K8OR:AGK4%M@W1U/CBND2 MZ$D0G&PK%V6'71A$-_C-S;:)H MYZY>+_R4!)?KQF9QB5N+WDSV%Y<"[<]9.1O+SF4-O?YTB'*RFEQ.P])$T5T0&R4,RA=]AF*C9F2U!SWE-&A34I*MU_0C%15E9"IO+ M$\\BDG6H;UP+3!0]N-`O!&>N,OH/DS:-RUQ9]&;FVD31G=]^+X MM>C-Q)V)LD.>+=SL<=W5IN(#Q9RI^&`^-`KFPWV>F8\ARLV'R>4.KC3I_6(V MR!3SIS2X_DL[(I>EPBRUR^(F.I\$\]A@KA9S=2Y7/VG>B+BTP8[ETCJ1X4[& MH$#:0(&5BW+2FEQ.E-)$J?LX;Y6Z[DBW.G2I)\%U4=I1NLS5NS+7)FJF+ZB? ML-1AR.V[$G1I4ARDI0N(X6E09YGD4@D@SQ89_9;&2XV;#( M+7$K@^A(U+*83I+@RE&X`#=BD]FE$38S.>%A_0"[(4V4L;-G+R_*3GM7[F$> MC,UV1;;,P'FO#'('%%Q4"A?@#@C2",PL#;HT>F5D8Z-7//`7!CD=5YE&;O3! M$ERX`#=Z2"-,E%=3TJ`+H\_/N-6>\]%;Y(W>(#?Z8)TH7,`P>DPC$$F#+HU> M^:Z(]NJ!1:"]1?[H!R-G3H7@?"Y,'SH\-WIP>@(S2X,NC5[Y!&_TMH_YF;N#1#5&!J$0D$$E$%:(:48.H1=0QQ"4(W$A?0!=>\U+0"NFO^Y#?]?"\_;P?;O:/CT=1YO]SQ>W:B6G MHX66&;7,HBUS:NF?XT&?&VKIOX$`6A;4TI]W8K/!S,M*`]M:1/CGUH4M]I"4E=>A]M5@+J4-.+-9" MZM!-O%@+J4./$B,M4U*'WEB)M=!7Q&C3&QY/2GWH;>Y(GY3ZT'WM6`MI32_Z MQEI(4;+_L1921QMJ&`$I2B\T1OHDU$<_=0G[)-1'&V1H(:WISV!BV4AK_409 M^I#6]&<0L3ZD-;WN'VFA+M$>U"$:GY#.]+>CD4P)Z4Q_)!EK(9WI;P=C+:0S M_8TX MRA-JB8HXG=^JI]HXMN7TAEIB(UA.%]02&\$RF]RNZ,%0)%N64$MT!%E*+;&) MI)=?:"9C,T,O@=RJ5SSP<^B5CEOUP@:VT`L:E"W60J\_4+;8_-#+#)0MUD*O M)E"VOF4\G*WT55.OZ^_;?ZT/WW")NJOL1_V^Y/]A0YD/'P?V9>_`0``__\#`%!+`P04 M``8`"````"$`X'YT%I8=``#!GP``&0```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`_OI([UYN?GTX>GQKQ.:DRF>S[]NS`R_ MV!IS/''PD)JG$IK1;HWX9R/_\90$:99X)OKGI_5B^>']GS0WW;+,-@"$$9@BH$=0B:$+0AZ$+0AV`(P1B"*00[![RG.,S!H*'R MMX)AY$TPQ(W7`C0Z06P2D1"5-`19"/(0%"$H0U"%H`Y!$X(V!%T(^A`,(1A# M,(5@YP#/\S31_"W/&_F/I_3O@6'`,E3E+'0>C(-99`X'D`Q(#J0`4@*I@-1` M&B`MD`Y(#V0`,@*9@.QQUG*"JT.A6<6F<,#)`.2 M`RF`E$`J(#60!D@+I`/2`QF`C$`F(#N7>.&A\Z8;'CE5&+R/@GCOVI(5Q=F) MRRH8$[.0J*5`,B`YD`)(":0"4@-I@+1`.B`]D`'("&0"LG.)YW1:<<2<;K#O M=$NHGXL_$R`ID`Q(#J0`4@*I@-1`&B`MD`Y(#V0`,@*9@.Q]B2H%NO@VX]"TD84B`9D!Q(`:0$4@&I@31`6B`=D![(`&0$,@'9N<1S.JTL M8TXWV'>Z)6ZW!I("R8#D0`H@)9`*2`VD`=("Z8#T0`8@(Y`)R,XEGHX=\_J>^VYGY/9L1"FB#%&.J$!4(JH0U8@:1"VB#E&/:$`T(IH0[3SD M.]WD64YR*PL3LYL1]'5&5VL]2R)*$66(D0#HA'1 MA&CG(=_I)L6*.=VF7K0HEYGBVFP-41RN:(WCS#!ACJ12HI@BRA#EB`I$):(* M48VH0=0BZA#UB`9$(Z()TT]UTBIT.*"6- M(`X9HAQ1@:A$5"&J$36(6D0=HA[1@&A$-"':>($H198AR1`6B$E&%J$;4(&H1=8AZ M1`.B$=&$:.4ZW4@Y*42I#E",J$)6(*D0UH@91BZA#U",: M$(V()D0[#_E.?R5O76+>RBC8H;P*9QQ.977-GZJB3$(9HAQ1@:A$5"&J$36( M6D0=HA[1@&A$-"':>>=N3ON MY?O][>_7CW2\B_EN''/S&ZT;O6`PTOH2D5*4(LH8><$`6P4JEJ)(B8,3C."6 MGTJE-!C6_.7%G*`W*-4BZA#UB`9$HR#UQ.0A/Q@F(W5&``3C7X^_O#-8+ M!B.M+UD"2A%EB')$!:*2T24E%$XP@KN`*I728'"[SIU@0%-;J5&E.D2](#WL M09`JCH@F07M%/Q@F+76"(7OY2YNN>DYGI+4G(J4H190ARA$5B$I&E^0OQ^G! MC0V52JG3N:GJE0;-MX)4JD/4"])C'`2IXHAH$A1QNDE+8TZWZ:KG=$9:>[($ ME"+*$.6("D0EH\#IP67W2J74Z=PN]4JC4FX`@VN=K4J)K8X1[<\(Z@6I)P9$ MHR!5G`1%XF`RU5@<;`;KQ8&1UIXL`:6(,D0YH@)1R2B(0W`5IU(I<50MMM0% MC4JY<0BV"EN5$EL=VNI5RK45Q'10*;$UHJU)$(9F]4J"O.?^F5F0$QI$*:*, M4>#A(+/.54J.I!!;ZN%2I5RO!&OF2J7$5HVV&I5R;*V"55BK4F*K0UN]2KFV M@D7$H%)B:T1;DZ!(M((T&D[IP?IJA>FU(#>*+*4H1:F,D1?%U3HXPEREY`@+ ML>5&T=9(*R?76^%97FSI^JI&6XU*N;:"DU>K4M*N#FWU*G7`UJ!28FM$6Q.C M"^^DNM+YW5L>4);MS9`VL'0[/3G(K)MYJ19=1.]U@Z'*&;Y&-!$I12FBC!$% MQMP:OSQ;!'[,54".O1`S;GQM_9,-HIR03K8"D:TUR&V2I%2Q4J0*M:HV(B4*K:" M5+%#Q5ZD5'$0I(HC([K>)TV=1&J/_&!X6P.FJ^\O;'PV&S&ATRWRG;X.3A$) M*]H'Y/:V4K&E#B<[#-+4M=NEUS=19,YQV:[X\R/QQE?F0IKPM$_/+J#&R2^7F-ZG0*WD/0 M[;?KE45>IUB=!6?"1*6D2Z:,G"9FB')&Y$TS!X?KD8*+O?AS&[6S58>-U&BD M8>0TKE4CVF,C<;6U.PWJT=9PE*T1%2=&7N=^-8@FXX\%D7<"W"!:Y`5Q'2YG MDM4LI4%D6^KLC*4 M;0U'V1I1<6+D!U'7`_[T;#85G"#"N3)O;P_]0K2^A)$*:(,48ZH0%0R\C<3UIIH[V>$2J7F8"!J$+6( M.D0]H@'1*$B=,S&*!#`"&+E.!Y2*HDIE MB')$!:*243`=!>?$2J74Z=PN=4&#YEM$':(>T8!H%*0U3H(B3@]V36:GX^[( MFI&Z,T&4(LH0Y8@*1"6CP.DP[=AVD90ZG9NJJ(G;TO7Q?@IK54IL==(NM=4+ M4D\,B$9!JC@)BL3!Y-'..7J.@\VOW>LW:T9:>X(H190ARA$5B$I&01R"_<%* MI<1WM=A2%S0JI M$G"626O8)4@0I8@R1H&'=:=SWSMSE9(C*<26>KA4*=GQ0*;$UHJU)4"1:)LMVHO7F^HKW&MPHPO9#L@:4 M(LH8^5%#DU:J4M*M# M6[U*';`UJ)38&M'6Q.BXZS=KLTD`@3WN^LU>-UA"V#T')X-*1$HGUA11QDBO MWP0QR55`CKT0,VY\;?UO7+\16\[U&[35J)0;DV!^;E5*VM6AK5ZE7%O!_#RH ME-@:T=;$Z+CK-VN3*4-\-Z]>O]G+!S&UR;:_<;$*9KZ$%4E*VIZ*+8U\QLB] M?B-(!UO!R-D]*$5*;56"5+%&Q4:D5+$5I(H=*O8BI8J#(%4<&3D=?O*D_+6X MMV5P27L0^S/0YS5N#3#RG0[7;U1*G0X;"!E+>1M=>/U&I.SUF]5F$9Q#"A;P MHF(K.VRY>LMRC98;T:&^-^\#09M;EGKC^@V:[X\R/QQE?F0IKPM$_/+:UO_& MV[K03K'G_DAD%'2*($Z)2LV=0FQI7\X0Y8SD^LUE,#T57.YV`+12O6&E1BL- M6FG5BL8?]P'15H^VAJ-LC:@X,?*ZMW,S@#>V-]ZFAQ-&W-S8B]+#L-Y5QV6P MH$E42L/(MMPP`LI9D<,(PYB+O2B"D>JPD1J--(R<8="JD8-!M+4[#>K1UG"4 MK1$5)T;'!=%L*\QG2YI[WMA&W/`VA+/,9>0%=[T.5@V)2FEP8:LE$_,:[YP1 M!S=(90HN=5Q9HHU*;1P(2XVV&K35'F6K0UL]VAK4EKF"$QS;B`H3(R^TKUW! MV9C-B[\36M[L<$-K41#:8,&?["O:CVX-+=O2.&8L]<85')&RUUE65PN8DJUE M+^`6';9.">+U.$K.&B^%\6#Y@>1LE=PH).`IR=6 ML/.2/V5[NT.1T1[L4V]PUXB1N85C=LEZ'40I42GM$M86*0K*4"I'5"`J$56( M:D0-HA91AZA'-"`:$4V(=A[RX^-M$47B$US4H:PBW-(6I",O090BR@1I;IDS M.G?[YWH=],!"I22P):(*48VH0=0BZA#UB`9$HX=\SYMMDD.393@R>"-'>_/U M!O9V$D'JTQ11ABAG1#U%?%H(TL"6C"[T-H%*$*TPYN&Y6`0KK5JER+SO!V]W MQ%G4\3:'-NAZ@SL?@MSC92E%&4KEB`I![O%:6Q>KV2L52YW30)B/=[V&J=TJ MDA0<+PTR-^Z2H&X,#W(11MJ@1*3TX%)$&:(<42%(S9>,O..UC?"/=Q/#F)=N/+2!N4;!BYQPLH0ZF2Z1J6< MT;`)UFNU2H6CX=PD)D[O`-<$L^!>/G"-S6W,+?4Z(#?!M;:$%4E*#B=%E(EY M]6G.R$Q@LWG8)2E$RLQ??WY:!+E(*78U?)5H'+1;BQ38]3N8R6L<+\H8,R$. MYA1!VI*$4>#`8`9/54HK,*>>P M6DT0I8)HKIN#O-X$46EL':[=S M7%L+-EY!XOH/2NZ1+,5H\-F:Y$*S?H^-,O#T(?+C7D^SWZ\2;\TXSVP-\]&=GGI M^=0B?\]C$R09R?DLI3X%E*%4CJA`5"*J$-6(&D0MH@Y1CVA`-"*:$.T\Y,7K M(EB.2QSVW%];,KJB&6GN?.OP'N]$I>8X(,H0Y8@*1"6B"E&-J$'4(NH0]8@& M1".B"='.0WX<8FM_B,H6!= MG*B4AFA6%)2A5(ZH0%0BJA#5B!I$+:(.48]H0#0BFA#M/.2'Z)5,B')T&"H6 MF4=?G3@$J7K"BB0E3D\198AR1`6B$E&%J$;4(&H1=8AZ1`.B$=&$:.VZ_L"B8LL+]"I72.,R*@C*4RA$5B$I$%:(:48.H1=0AZA$- MB$9$$Z*=A_PXF`S*B<,Q4Y9-NKP0612$*,AF$O/B,I,R:J:0(LH0Y8@*1"6B M"E&-J$'4(NH0]8@&1".B"='.0WZ(3'KGA&@>*ISVJ3NOS?V5UL/NE!5LRR0J M)>,B190ARA$5B$I$%:(:48.H1=0AZA$-B$9$$Z*=A_PXF$PT%@?.4-TX0-*: MF%LCS5I,D]84488H1U0@*AF9G0L]6<%#="HED:\1-8A:1!VB'M&`:&3DO"9K M$J3.V7G(CX-)79TXO)6"FULQPE4P(ZTO$2E%*:(,48ZH0%0R,ENT&I_S8)>P M4BF-#R?J>@6Q0:D648>H1S0@&AEY\0%_[41J[R\_/B:E/A2?X!+%A4W!O?,) M(PU&(E**4D09HAQ1@:AD9-;V&I]EL.BN5$KC8YM**TY!#4LYEX9;0=KZ#E&/ M:$`T,G)FD@G1SD->?,R=J6Y\Y'RRYWZV*$B;G2!*$66(D!=8AZ1`.B$=&$:. MCA"D0#HA'1A&CG(3\TKV3K]/J(\)0NR`T-2RE*42I#E",J M$)6,`G=":&PC2$I#8Y$7FEG*/?T$RX-6:Q1;';:K5RG75I",#2HEMD:QI>-T M$J2MWWG(C]8K.?TEYO2"U&Z"*$64,?*=?A%<%,U52@ZN$%MZ<*5*.8ZZ"/9" M*Y426S4C+X#V&/UVP>.3:*MCY)S->Y5RVK4*VC6HE+1K%%MZC),@=?3.0WX` M38+NS(1OK:SI]>`P#!EI?8E(*4H198P\!^(;,55*#KH06WK0I4C1?*>+N8MP M,:=28JMFY`76'I"_<%\%NX`MVNH8>8$]QM:`MD:QI<Z)2O.,:Y`^"=*Z$T2I(&UTQHBV>I5R;06S^*!28FM$6Y-(^7TXZ'<[E2); M?LB#W0H8RT$69AX_#L-LD7^A^B)8`R:L2%)R.*G8TOZ1,:+;>T4J%Z1/+A:, MG!O\2Y%2Q4J0*M:,G,'6B)0JMH)4L4/%7J14<1"DBB,CIZF32*GB3M!>T8^/ M2:G_SES+*;BSRV3>"T,A"^(3G.@3E1+/IXP<;V6,KMSN!O?;Y"Q%GTDPX_=B M$8[?0@0T&RZ/LERQE+DG=![2\&Q=S5).PYNCS+='F>_0?'^4^8&E7O7+*`+J ME^DHRSN6XMN_%GH.\SN3V81P.M.<2O(^BMMI+`HZ33#?)>9A==NUM-.P+>W= M&4O1M_%$*F=$'Z\25`C28R]1L1(I5:Q%2FML!&F-+2IV(J6*O2!5'%!Q%*1- MG5!Q)U+[IGIQ,(]AN7&`23>X.V@O[V^Y"-*V)X)HN,]C8QW>,YR*E"IFC`[? MLY.SU)6]_S(RJ%G`F>K*HRQ7(D7)_MQP'-0LY0YJ43QX#U,K4@?-=VB^%\6# MY@>6>M4O(PLX?IF.LKP3*7N7%`SJ]\_?[^Y>TIN7FT\?'NZ>OMTE=S]^/)_< M/O[QD]RXH.MG#C]YNOOZ\?3Z8K4U5UMIT,T:4K*FDOT$`"4;*MEW%R@YIY+] MNBTL65(]=)==I)X-U6.W/$.=\ZNMN;LHHG-Q1O7LAU&H<[&@DOV2`DJ65+(? MH&')XF)KOM,9J6=Q2267T1)J&WWQ,**SI+;9:2RL9TEMHWM#8SK4-ML=0IT% MZ=!WTB,Z"]*A+W?'2LC7]'GI6`GYVNY+03T44SN2H(1B:O?TPQ)2B?8"4HCV M`7)SU,ODY*B/R<51#R_(PXM8]&GQ2Z:B=5]>;,V*,^*3RTLJB=9_>44EL19\ M7FP_QSU/#8O58<(;XQ2H6)P^K[>?::Q'&DOQBPU)RH*W.:5QJ$$Y[;:*EC14 M8O)/U.FIQ&236$*)&-43F(ZU^>;K;F! M'=M&-W13275!+KF'31=FLND*(UNEQ()7&=JZVY#(4Z]<75UFQ@8`E= M5"$?Q/HA;?-32:RKT\8SE<0B5VVH'EJ/8CWTH-36/`:%)165F(>:L.3Z?$'> MB;6`'K.ADE@+DO,UE43CLSG;FG>-1.K9+*@D5L_U9DDEL7JN-RLJB?4W>NYV M:QY5Q7KHB<]M&3U2>O"3_!;K(?2())7$^D&UN:226#^@Y_6VYFD\;`&]MFIK MWDR%)2655-$2>J_4UKPU"G7H+5%;\PXH++E>TX1+[Q6*E="$2V^@P1)ZCQ]9 MBT6.WHM'K8YZE$K,.^S0&KVSCEH=*Z$WT%$]L1)ZFCF MBY;0.]*HGI@.O;N5K,7Z&[U@E$IB_8W>@DDEL?Y&[[2D%L1*Z(V-I!/S*+U_ MD71B)?3-A:WYH@(>Z?7JG$IBQW.]HA,OO9T\ID/]@%Y)C27T9N>M>8LREM"+ ME+?F_;U80B\@)H_&2NAS.EOSQ9R(#I68[]]@"7WO9FN^9H,E]/4::ENLY'I% MH][>SADNE%9K*HEYE+[*16V+M9J^L45MBY70%[.H;;$2^OX5M2U60M^-HGJB MO8I*JF@)?=.)ZHGIT!>:J)Y8"7W$<%O1IP#1;_2E/2J)19N^F[[[N;IV_W/YY,?=U\I5SO; MO]/NZ?Z;>6>/_<^+_4[HR6^/+R^/#Y3.T0M][FZ^W-&'GW[?YX.?_E\`````__\#`%!+`P04``8`"````"$`M(3M=W8"``#4!0`` M&0```'AL+W=O(D M!#@0X00]T9[4DZJJ'\_&<1*+V(YL`W?_ONL8TG!0]5ZB9#V>V9W=S>+A13;H MP(T56N4XB6*,N&*Z$*K*\<\?F[M[C*RCJJ"-5CS'K]SBA^7'#XNC-CM;<^X0 M,"B;X]JY=DZ(9367U$:ZY0I.2FTD=?!I*F);PVG179(-2>-X0B05"@>&N7D/ MARY+P?BC9GO)E0LDAC?40?ZV%JT]LTGV'CI)S6[?WC$M6Z#8BD:XUXX4(\GF M3Y72AFX;J/LER2@[EWSC,P(,"T7A8`*O.W(\#+' MJV2^GF*R7'3^_!+\:`?OR-;Z^-F(XJM0',R&-OD&;+7>>>A3X4-PF5S=WG0- M^&90P4NZ;]QW??S"154[Z/;87V&Z`25X(BG\"$#E]"7'*2B(PM4Y'DVB\30> M)>D8HRVW;B/\78S8WCHM?P=0TJD'KBZ'1^KHTS2(PC(]MJ@-]`^2_BH ME_`&>,UU"`SYTMM\HPN^KI91W*?N3\&R05K7J0=,-L!,;DL!Y$;J/@I&#N]? M:P30$/,/#6CJ0*,K)YU$T.NS4Q[0R?56G2(P@[WW63R[7<+DFGZ217_9_?DE M^RERP9[$M]FG_V'WYY?LI\BPSUGR=G+"%H4)EMQ4_!-O&HN8WBNH.`5K^FB_ MO*O4S]+;>#9?=4M-^@/8M996_)F:2BB+&EX"91Q-P503UC)\.-U"YK!QVL&6 M=:\U_#TYS&H,_J%2:W?^`&'2_X^7?P```/__`P!02P,$%``&``@````A`$K! MHQ@V"P``K#4``!D```!X;"]W;W)K&ULE)O;"^#1+8&,+V1*/SD8V-V=UK&LLVT08Y@![WO/UFJ2I5JOIEC&^: M]J?,7Z7,.F4A[O[XO7L=_%4=CMMZ?S]TKL;#0;7?U(_;_?/]\#]_AM]NAX/C M:;U_7+_6^^I^^'=U'/[Q\,]_W+W7AY_'EZHZ#4AA?[P?OIQ.;XO1Z+AYJ7;K MXU7]5NWIRE-]V*U/].?A>71\.U3KQ\9I]SIRQ^.;T6Z]W0^EPN)PB4;]]+3= M5'Z]^;6K]BUR=J__%E^W9DM=WF$KG=^O#SU]NW3;U[(XD?V]?MZ>]& M=#C8;1;)\[X^K'^\TG/_=J;K#6LW?X#\;KLYU,?ZZ71%?[]O'T\O]<'XU<\;SR>QZ./A1'4_A5K@.!YM?QU.]^Y^T M<922U'"5!GDHC]5?FYD[,WFBL' M^OS2C1P*O`P/14!Y.G3W,VUS.!KB/U^[&3V#O-FT]?SDN2BERN72V(]D_IM^ MXZ]/ZX>[0_T^H,%(#WA\6XNA[2R$K.HQZE';/D1=>2/,OPO[^R%E@+K'D>A? M#]/;N]%?U"Y-6GC M#"0`$@*)@,1`$B`ID`Q(#J0`4@)9=8D19YIBNW'F:57@)IPMEN?BYK MBI;3;HR$N1E61>3V6VQS/""^(C?MLA\`"8%$DMQT)];)_-I,6-P:<<(2$$I; MFV[FK3DZ:XU8*`>AHK710HYCM:ALC5AHU14R@D\[]K/!_[-^ZP9?F)O!5Z03 M?"`^D`!(""22Y%HKQXK,VB0FX)6"5P9>.7@5X%6"UTH2MZDJC1B**J8;1%YK M&FY&BY%^*$^A">UO.[/"S.QDOK;BG`:(0I2/&%$/:.7=^=R4CY75;-I4&C?S MB;4`)BRC&YXR.JN<*2LJM$0-X\RL(B9G%2U<,#HK7"HKU>29XUC%SXKOW),P M44M\8$GK$"6@5JE5JK&2MV MBU:&BSE81-'3B;TZ2_IPQR2*1WL0*=3-"2!?.1HYF8['YMH1:"N=$]"*E)4Q M?4DKGKZL^3OA9NLVIBB2*40B9U,"#2I0J]1:,B7F@Z[493DUF!D1==17,B+K M+A+DD"W%F:!(DGY:3R$K_%:8?&W%6@&B4"'Z8*M((9F-=DN]U9-:XY5 MKR2HG%ZDG"FK&[GGZ-D90$2*BX1+MI)-GHWM M"BA`JQ!1A"A&E"!*$66(MFJ[(J(`48@H M0A0C2A"EB#)$.:("48EH92`SG%8%RUV1:@2[*S+2*[_'2)^&^8@"1"&BB)&6 MCQEI^011RD@[9HRT8XZH8*0=2P.9@1*U4<^8I6,<"!2441Y;Z0;YB`)$(:*( MD6YVS$C+)XA21MHQ8Z0=6N/22441![*&X^M=/)]1`&B4*'.N6O$2!^\QNB8L)6^8\I(.V;HF+.5 M=BP8:<=2(>K!%%,S@*)0Z`2PG0Q5`:'WU$OQPHS8*M(TV=F,6P=GGK;B]/F( M`H6HF&"K$%&DD&QVLU^-T2I!E*)CAE8YH@(=2P.9L;,*GC9V6,BX"NGG]10R MPVF=V?C:B.,4H%3(B+:3;6;@G#I25NTYM7W(%K.,;F3"Z*QRJJQHF/8>LF6L MHH5S1F>%"V75GE/;AVPEW[FG8UMET:=S,I9+HKH7>U/=;$\A,VEVJWQMI;,& M6J&RHK')5I%"YP]D8F75:5>"6NE%6AEJY:A57*15LF-/,D2ATYEE/DV&L+=V MM@IUDR&1D0Q83WPZ?5'3%HK)FU6R0-7MQQ5K.586;N6987]!YVHI3Y",* M%.J$(%1HJCM%I-"L>0=5K1FJ7=HJ0<<4'3.%.G?,T;%`QU*AGO5V\D$MUW"S MQS/2S?84,GJ\_4:3KXTXF@%*A8RHPY[I\,JJ73/L$\R8970C$T9GE5-E]>&: MP2I:.&=T5KA05KQFP`EFR7?&#B_B^I5IJK&WDJ:*2-UL3UF928,U0UOIK(%6 MJ*RZ:X9"GZP9RJK3E1/42B_2RE`K1ZWB(JV2'7N2856?,/M8[[:(5_BL-8-1 M-QG22MRV[?:X9BA'LM+)@`HW5%:?K!EL]=&7`#&V,F&?LZM1JJP^7#-0.+]( MN&"KC[X$*-F@DS7YNK]\;7M7'9XKKWI]/0XV]:\]!9H.I![N6BQ_9["<+>C% M)@JPS9V;A3CO[KM"+G2:VW?EEJXT+R:#VIRNS/M\W/%"'!.A&@W9A2^3;ZEY M$Y>N-(]M7:%?37SOXTOZ-473C2S[I4LW[[GW+[[TW7DX7]"8G M/L3R>D&O*/9PBFYO<-WKA2C5T(-*%;K2YT/[8;K2EQ#/O:4KO0EQYW2E+R&T MO%%P^Q)"WW`OQ/?7V#;ZGI6N]#T_?05(5_J>APY(%N+X`]7HN&,A#C/P"AU> M+,31!%Z);A?T&AOR]'9!;Z4A+VX7])(9GK1)[CTA4Y"MO^ M13^A>5L_5\7Z\+S='P>OU1,-P''S#?=!_MI&_G&2KZ<-?M0G^O4,+6/TPPKZ M551%KVV,Q9=V3W5]XC^HN:/V=U8/_P<``/__`P!02P,$%``&``@````A`/"A M>@91"@``G2\``!D```!X;"]W;W)K&ULE)I;;^)* M%H7?1YK_@'AOP`:38"4Y"OA^D8Y&9V:>"7$2U(`CH#M]_OW99==V798;DI=V MY_.NY?*JB_?&OOOCUWXW^%D=3]OZ<#]T1I/AH#ILZN?MX?5^^-^_HF^WP\'I MO#X\KW?UH;H?_EV=AG\\_/M?=Q_U\?OIK:K.`U(XG.Z';^?SNS\>GS9OU7Y] M&M7OU8'.O-3'_?I,?QY?QZ?W8[5^;AKM=V-W,IF/]^OM8=@J^,?/:-0O+]M- M%=2;'_OJ<&Y%CM5N?:;^G]ZV[R=6VV\^([=?'[__>/^VJ??O)/&TW6W/?S>B MP\%^XZ>OA_JX?MK1??]R9NL-:S=_@/Q^NSG6I_KE/"*Y<=M1O.?%>#$FI8>[ MYRW=@;!]<*Q>[H>/CE].)\/QPUUCT/^VU<=)^__@]%9_Q,?M<[$]5.0VC9,8 M@:>Z_BY"TV>!J/$86D?-"/QY'#Q7+^L?N_-_ZH^DVKZ^G6FX/=%D4^_H2O3O M8+\5NOR%AM2YIM]T_.(EY[(E'67+ MV>C&F2RF-Z1UX8HWLAT=9;O;T:WGS>:W5QK2FFJZ2L$+GZI13<-Z#]?[*3#HR_^(]NZG^HF39>VFVK>T#S` M;H[;.=O,]6!]7C_<'>N/`6T@U-G3^UIL1X[OD(BT_#8B_%'$WP_) M"IK1)Z(_'QQWH%R^BI\]OU*.)I[=*A\P<79!LTO61B%]*9""0$ M$@&)@21`4B`9D!Q(`:34B6$B^:6;R/--X,8KOL=E2Z8T&IU[GN-9\ZL+XF8! MD!!(!"0&D@!)@61`5T`"("&0 M2)()/8,U[V_,Y1FK*#8_090BRA#EB`I$I8$,ZRC+U*WCC4=@TR))-(N`!$!" M()$D$WUK]YQ;RR(5U5G$J*F!FAPL961J+4RM3$6Q5LY(:16,IMWV41K(<$TD MVWVV-=STC9%F'*(`48@HDF@NYC4GLYZ=S,8JBN\W8:UY=W.IBM*U',L[%<5: M.6H5$MVJ>RP-9'HG$E1,X'^[6ITVH:6$@;NP9*2NMT(4(`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`(G6I ME0,H0!0BBA#%B!)&NBMPQ8RC5+]R1`6BTD"&*ZY5,%W;6IMXTRU&JE4$@I3C31]YJF*H/G! M;*6BN.,!HE`B/?UA1`^+"^F/C**EUU3!-]8P)*RB3$H9713.E+"Z/"2Y.6LI M^8+11?E2R=O]-H?C-X64>#-O/=H9J:ZL)#)&"*MW%<4C%*)6A"B6B%8N-TPP M*D648<,`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`#IXJL_TM31ME?15*GT&7]&+ MMLF(BH.7NC[S']3=.]!%I@8 M``"8A```&0```'AL+W=O#SI3VM<=18M?$5LKV3&:]_4:3#:(;/RTK-S/.1^`G MV6AV-T!2_/2??Q]_G/VS?WYY.#Q]/N]]O#P_VS_=';X^/'W_?+ZMX@]7YVD\/3R^?S^]?7G].+B MY>Y^_WC[\O'P<_]$6[X=GA]O7^F?S]\O7GX^[V^_UDZ//R[ZEY?CB\?;AZ?S M1F'Z?(K&X=NWA[M]>+C[^W'_]-J(/.]_W+[2\;_[P^-/DOCSX/)'?1'"B>\_7%]04I??GT]8'.P#3[V?/^V^?S/WK3W?CZ_.++I[J! M=@_[7R_.WVX?OM^_4KA'QN7N\(/V1/\]>WPP?8!._?;?^O^_'KZ^WG\^ M'XP_CB:7@UY_='[VY_[E-7XPON=G=W^_O!X>_Z\QZEFI1J1O1>C_5J1_];%_ M->J-QD;EB.?`>@Y;3W?W1QQ)MCEN4K#[I/,[MJL>[:-QD9V=>IA&NO&E/^SN M1A\GO2=O8[9D_XX\4`G[$)__&9[]N@";@Z4_OB]`[UF3_KCM`/M4[>L M=V;^^,T#[7/',W_\UH'VV]XFW:T[]!=-7Z^OD?#V]?;+I^?#KS,:>&B7+S]O MS3#6FQHY>W78WM->+W39WAGS/XS]YW-J4;H27HC^\V74O_YT\0]=@'?6Y@9M M>KY%P!;F(C2RH0:1!K$&B0:I!ID&N0:%!J4&,PWF&BPT6&JPTF"MP4:#2H.M M!CL'7%`LVX!2#'\KH,;>!)1#<<-`(MQ7T6,+=@DUB#2(-4@T2#7(-,@U*#0H M-9AI,-=@H<%2@Y4&:PTV&E0:;#78.<"+'@WA$+W!97OUF!8F%N3-LQ`(B`QD`1("B0#D@,I@)1` M9D#F0!9`ED!60-9`-D`J(%L@.Y=X8:;5CQMFGC$-KJ/)4;AIR(#ZB\1W<*FN MT=:(W4(@$9`82`(D!9(!R8$40$H@,R!S(`L@2R`K(&L@&R`5D"V0G4N\X-&2 MM"MX!OO!:PA==QR7`$@()`(2`TF`I$`R(#F0`D@)9`9D#F0!9`ED!60-9`.D M`K(%LG.)%RG*!-Q(U2O6_N@C1;;)D7`\-1Y^$!LRH$O9N0+U(K4UXDB'0"(@ M,9`$2`HD`Y(#*8"40&9`YD`60)9`5D#60#9`*B!;(#N7>'$U]1:=B1R/J_'P MX]H0%5>]?&V-VK@"B8#$0!(@*9`,2`ZD`%("F0&9`UD`60)9`5D#V0"I@&R! M[%SBQ95R:(AKCRH&=,&^WC_<_75SH&NPURYQC;D?5$N:DHW)%@,@(9#(DG$[ M3L<-&;LKIM%@X$^[26O$G2,%D@')@11`2B`S(',@"R!+("L@:R`;(!60+9"= M2[R@]JC,@5&E':UP\Q(R?&B$)$$2,GS!:-!W5UHG_9TR$6 M@S;&%HV&;6_)Q,H4.4A.Y&+!,@3*E6%D9-,6K78>\@-K2AI.8-L`&JZN=HNHEW!0@YYE;@0!1=;J2JQB=I2@)HS$ M*D64(?G/R[C4U$.]JM<@+MF42H)`]!446.2T86^3-X5K)O:B!=^BR2N`6TV(\*(EA#.9:!JE*%8\4E'%E'IC%',Z)(T6['^ MM;HCD;1FHV91<'6MFCWEW8EVUCH=UQ-:\;2ZA*M4'K;^AR5 MWK5FC33=6&T;Q.^Z-,BZ7;>=C@Q7TY%%:O4*7+:*=KS*\EF/Q^XFI,QT;XE1Z MVFOJ4M0-.>8WC*1M`HO4$*>NW5"L6"M"K=BBONPQL6C8;]JYKZ*5HDJ&*KE2 MN906JKMW@2HEJLQ\E6%/G>0<51:HLO15E,8*-=:HL?$U>C(PU*=3H<@6179O MBOB]QE2QG%[3CBY-=?F+A,SFK0H M871Y57>0X6"HIJ24+40G8R0Z.2/6N;Y2UV+!%J)3,A*=&2/6&5ZI\YJSA>@L M&(G.DI'5Z0U&:AI?L87HK!F)SH81ZXRO58^KV$)TMHQ$9\>(=08CT?'[BZF. M=?67IFKF]1>+9,^!>9+%S%F"0D01HAA18A$]ZL$=*$6K#%&.C@5:E8AFZ#A' MJP6B)3JNT&J-:(..%5IM$>T\1S^`IA+6%<"F0N8%L$'^V#]4*Z"@UUIQ'$)$ MD45.Y&-$B45>3.UQ29?)T#%'QP*M2D0S=)RCU0+1$AU7:+5&M$''"JVVB':> MHQ=3\ZA65TQK[B\1+5(Q53-,(%9M3!%%+"^AB1$E%KDQ1:L,48Z.!5J5B&;H M.$>K!:(E.J[0:HUH@XX56FT1[3Q'/Z:JO,@3=HM4"T1,<56JT1;="Q0JLMHIWG MZ,?4U`$[QEYJ1YW*,9)&#RQ2858KYE"L.,P1:L6($D0IH@Q1CJA`5"*:(9HC M6B!:(EHA6B/:(*H0;1'M/.3'U%2YNF)J*X.2[-STH5@8(`HM\I?/0Y561^@8 M(THLLFEL?ZC&^11=,D2YK_*A-U`R!?J4B&:^3'^LLK0YNBP0+96*?F1WA2YK M1!M?Y<.U.J,*7;:(=KY*[TJN1;^+4"&HLXL8KJ9GB]S+OD'JLE?I0DA)M:WS MR&4/6K&UC':RMTV2+:*17GSH[?9TSMKFO,L74^=\RQR.TS M#5)]1BI)ST0+0\26MEK9P36B/:G*15H>,6T4ZTFBE4%@A^_WFC/-C'\B`CM_\T5JK_ MJ`IK:!V],0?JBC'*)Q8YK98BRA#EB`I$):(9HKE%7C>`HU^BXPK1&M$&485H MBVCG(3^FI@+GC`GO/3K1MQ4[=ZR`(E[`5A+^T"(_\QFIM5J$CK%%M+#B$26Q MB&XL'5W6-L?E](B,'9N78WLG"Q_)8,?+Z^8>UL"-+#W6P*[80Z>U)TCMV9.F!\X2*WV]-I1/&P].> M&![8*JE,Y(`#B[QNK9_S"<6(>W6$4K%%0U%/+)K(FCU%QPP=8^" M$HN<62)%JPQ1CHX%6I6(9N@X1ZN%1<<'WR4[VF&,:I-Z%F0+.>7U2=(;=F3I MH7-/O`Y#Q18BO3U)>L>.+#UP2JI^CU+595A[J><6S:N8NDX7F,BIV/:(.I&'*W`6CDH1!0ABA$EB%)$&:(<48&H1#1#-$>T0+1$M$*T M1K1!5"':(MIYR`^@J79V!=!69^7:NADTR&BUJYW12-WD"<2*PQPBBA#%B!)$ M*:(,48ZH0%0BFB&:(UH@6B):(5HCVB"J$&T1[3SDQ]24]9R8P@"LGJH_H@L\MX1&.EE>BQ6W$D21"FB#%&.J$!4>LAO+5-[@]8Z M<6EL:X!NRT%9,!@`"AFY+==8O?GF7&Q]R$`:K?%QWY82*Y-@XYMSF1BP3&Z1 M(U.(E951=QM+,2`9OT%-:0@:U%E1ZOG?EI+<1FR06<`Z0XW*(P-3=*%)AJSX M3$*+G")$9)'S('W,2!XF3-`Q92OI\!DC<JQN8N3H4R`JM6V. M*@6JE+[*8/Q6H_YF-FYJQ6J=;9$_=CK[:[)QL6K'3M9R&[61-S=2VN$%1PGK M2-5X,U=0RJE*'@DJI^QS5#EC*ZL,I<0=U>36ZF%*`#9)%YF[=MU=%83;`!>Y*9A$A\@/X1L9+Y6:X4KLR MWK$N;%I'RHOYF@P118AB1`FB%%&&*$=4("H1S1#-$2T0+1&M$*T1;1!5B+:( M=A[R8_J;&>\0,UY&,OL%C"1)"RWRTUO],S:16'&/B!$EB%)$&:(<4>$AOVE, MBNCD%TTQX+3T=FA\U5+8(K>9+'*;J4%OYK*1579RV=@B)PE-Q*H[ETW%@!LZ M0YEB8HU7A(;]IWDA,CBJG2KEWI;+4C&5$.6=T5+E0RD/G75.OER`DX_T M/"57"FH3O\\QDL,*&+F'-1I+;ERG!2%;B6-D$3TW;JZ>:_U+3#&Z)(A2I0(- MB2XYHL(BSI0'(ZET^*W6F9OZK8;IZ,@B.?F`D=]JJA>$;"6.D46VU<;ZD?\8 M71)$J:]"/X;?WL.MPY6A2XZH\%7Z(\FF_4;[S=QSA+DG(VF(@)'?@A(WV^]L MHBEKJ,@ZMMF[9,RU2\S"LJ_$(J<&D/HJXXGJ\!FJY*A2^"K]*UD"^BVHDL7V M"L4D<-0@-2NHBDT@5CRXAQ;1R\^,(HOH-_WJ_+NOD_V8?=RFLHFG MV#*4R1F)3*%D!@.)M=]8*I%Z[RX%S8-Z:K7(;\0!-&+C2%;<8J%U=#I*9!%W M-_VK#C'OWFW#1MA1296*_E6'#%5RBQR5PE=Q?]7!;T&5R;S;@ICA4%7<-*K? M@KK_!&(E+=@X'J\,1=;QSG;/5692A#Y9Q]CBH7 M;/5>96CT7LZAEH:UO9JFFS3$OZ,ZEN&Y'N@"Z^CFEX@B1#&B!%&**$.4(RH0 ME8AFB.:(%HB6B%:(UH@VB"I$6T0[#_E7FLEGG"2J'=B;/,>]23-JD!_3B9J\ M`K&2*ZIU9!2A58PH090BRA#EB`I$):(9HCFB!:(EHA6B-:(-H@K1%M'.0WY, M:472&5/#U77:(+>0-P(4(HH0Q8@21"FB#%&.J$!4(IHAFB-:(%HB6B%:(]H@ MJA!M$>T\Y`?PC024IG`(8(/41:DK[M;1&VA;1[DH`<7HF"!*$66(IMZB;BK6]?[$RDH5:@"A$%%ET MO+87BQ7WB`11BBA#E",J$)4>\ENK,\T]K;8WQOR7D=MRD!*';"4%I\BB-\M] ML1A(HS7*M-1EE(I5=[DO$P/VR2UR9`JQZB[WE6)`,GZ#OI<"JS6=Z2MJKK#( M7U'KEPD"L>(S"5E+6C^RB%:D;!4SDH0K0<>4K<0Q8R2..3H6;"6.):/:T6^M M-])=Z@?0*A:);L!6-)&VZ_R14]!I"@-L)8X1(]<1$H386MD"3$__.D#"*B*< M,CHJG/G"SM,1]0'G+"*Z!:.CNJ6OVWOKL96Q2IMY*5IS-1+:C%D.)6`K]U#P ML16V$L<(46R1;6%=X4K0(T64^2+ZA[IR]"@0E4I$RG-^=_W-=-G\4K2^N"V2 MA@G8RF]1E<.%;"6.D45.WA];1-.C&;FD;E+WK`0U4M3(?`W].XPYBA0H4BJ1 M-\I=YI4J=P7]7OVAME==U&;`-!G((#!19<[`.KH5'-9R&[31.EZ2B*TC=1G3 MQCU=+4I0.+7HN'"FA/7OUN0H7)PD7"KAL;2.W[U5C@K1T',7YJ[C-@5UHZ%N MR@1BQ;-2B"A"%"-*$*6(,D0YH@)1B6B&:(YH@6B):(5HC6B#J$*T1;3SD!]K M&FW<*Z^=!`Q75UB#W-QU#"A$%"&*$26(4D09HAQ1@:A$-$,T1[1`M$2T0K1& MM$%4(=HBVGG(#Z!)(CL*2O0I9@A@FV^Z%Z6ZCQ%81S=W110ABA$EB%)$&:(< M48&H1#1#-$>T0+1$M$*T1K1!5"':(C(?RS81:AJZB6GS\>OFP[Z/^^?O^V#_ MX\?+V=WA[R>:U";F]A<,6 M4J.^UJ$V)C4ZXHXM)-:I15*=2H/!U+P'UJ$T&-*6.HW3QS48T99ZAM9;AJ1& M#]EUJ(W[4Y,==6T9TY8ZZU1J]`WS/SH]Z-OF]4T?97_3G^XZ[EJ`WKC:FK> M;D*U:#"9FI>&<$M*6\Q[0+B%WOLAM:XM-WTZ-OJ94/2A'_FD+5W'%O2'M*6K MW>BGWFA+=[N-:4O7^03]"6WI.C;ZJ,G4?+*DX]AZM)_F[J(:!.@K`;2E:S\W MOZ%MKM/^N+?3YM*GY0AKZK&F+^>@9;J&/G-$QUULNVD-X^?+IY^WW_>SV M^?O#T\O9C_TWFEXOZ\\A/3]\OV__\6H_?_?GX?7U\$C+X?.S^_WMUSW]+LZE M^4;>M\/AE?]!N[[X=7C^Z^5^OW_]\O\"````__\#`%!+`P04``8`"````"$` MK_)W#RL4``#D:```&0```'AL+W=O'SZ<1[/Y^=GAX>;XY?;AVX?S M__U/]N[R_.SI^?KAR_7=\>'PX?SOP]/YOS[^\Q_O?QT?_WCZ?C@\GU&$AZ;KX?[J^?9LZ\O7X>'_]3/]]_';Q]./QWAR2X\W/^\/#\Q#D\7!W_4SU?_I^^^-)HMW? MO"7<_?7C'S]_O+LYWO^@$)]O[VZ?_^Z#GI_=W^S+;P_'Q^O/=]3NOZ+5]8W$ M[O\#X>]O;QZ/3\>OSS,*=S%4%-N\N]A=4*2/[[_<4@N<[&>/AZ\?SC]%^VZ[ M.[_X^+X7Z/]N#[^>@G^?/7T__LH?;[\TMP\'4IOZR?7`Y^/Q#V=:?G&(G"_` M.^M[X-^/9U\.7Z]_WCW_S_%7<;C]]OV9NGOM7&Z.=U02_7UV?^O&`#7]^J_^ MYZ_;+\_?/YPOUK/U=KZ,%NOSL\^'I^?LUOF>G]W\?'H^WO__8!1QJ"'(@H/0 M3PZRW/QVD"4'H9\304Z4OF)'^LF.0>$G_*A]?=/I)_LM%K/+]7JUN=P2.^&Y M84_ZR9Z[6;2:;YQD)]RV[$8_?ZNB=%/V%=V-?M'EVRH:T<`9NM>-H*'KPJXY M4=EH'!GT#W:-WJA/)`/"_>.WFAK)*'#_D%+7;VRL#(3(CX13_7(QW`K]+91< M/U]_?/]X_'5&\Q(U^.G'M9OEHKV+Q3/,/SG[#^?42W2C/!'] M\^/BDX2@D]?YO">GLG9`BP96`0%FCFEB(2V)!:D%F06Y!84%I065!;4%C06M! M%P"E&HW\WU+-V7\XI[]/##^VH2)'HXU13458@*9`,2`ZD`%("J8#40!H@ M+9`N)$I66O%"665*=+A73UI]-9`E]<^HYWIKQ^!H)&X)D!1(!B0'4@`I@51` M:B`-D!9(%Q(E%N4+4V(YK,4:R(X6_$"LK;EA1Z-1+"`ID`Q(#J0`4@*I@-1` M&B`MD"XD2BS*DD*Q^E5X2YF=I%BX#CL/K>-`EC1Z`QTOC8ZCT:@CD!1(!B0' M4@`I@51`:B`-D!9(%Q*EH]O2V6QF>3GSN2H*Z5RTD`,Q0IH<)QZ-1B&!I$`R M(#F0`D@)I`)2`VF`M$"ZD"@AZ6X$(=>4^@Q)-*KH[+6*`]$J7L[-]GMUU\>A&X;9T8A(S,, M%V88>BO1,$&4(LH0Y8@*1"6B"E&-J$'4(NH4TK*Z3-S*>NK.=MM:*^J`C*A+ M*^IHY44%E')XBB56&:(<48&H1%0AJA$UB%I$G4):5)>)!Z*.]_F0H5-B+8V[ MO]_>_'%UI`DQ\@<00WJN-&4TG/FY\X38[67HD:>%5 MQ"C4%%#"5J16?[HVC\S$FGH#B9PARJ6P[5A^X:TXLED'2V\@D2M$M42>^_YL MO!F'-IE+ZPTD=*>0UMHE^('6XWPZ)/Y*4T:4R8XC<'UI]]H16WGE$T%>GY31 MPDTV?W["?.121][.YF;:J="G%N0C-X)\Y%9'IBVCV?%U MRD>K[++_*96'78%2F9%6V=SG<<16OL8)HI318MFK',UL9V7BHPLS[F%7B=+*T6JQ\ MZ`91:TI;SLP=V8G/2X6IWEF\L-'KN5Y8!:FX.[LQ%BO?B`11RFB\E>9&^4Q\ M5&&7QBH7*U]8@:BTA6V,8I7XG"RL%BM?6(.HM84MS53GN,7M)64]H MIK=YCR`5U]ZZL5CY1B2"0L?%SMPP*5MQCZUF.S.'9A+&1\X1%8).%E;JPI8S MFYA5$L875B-J!)TLK-6%K6:1:5DG8?K"=/>X;6$PM_5;@%>.[1;#5C*<]QCI MK=7.Y#BQMY)$)$&4(LH0Y8@*1"6B"E&-J$'4(NH4TKJ:;6FOZ^DC%!J8<$>, M>]$@P]J9I#1FQV`?GR!*$66($]_DX(!TWN?*` MS(`TZ6N\&*V\=H!2M,H0Y8@*1"6B"E&-J$'4(NH4TMJYG50P1X[:\0XKG`@' M9,:=R4=C=QHZ3)=>.T`I6F6(W<(>64=CW7XTZ0 MSXMC1`FB%%&&*$=4("H158R6M,:-AUV;N=D[UNC8(&H5TD*]L%M:XFY)4"@4 M6WF4H%6**$.4,UK1\O)R>PMO)6.XQ%@5(Z.=.9.IT;'QX<-*F&U%ZZVH$EK. MJ=U-M'[Q`P[WA)69!P5Y36-$":*4T9*6I4!`D[MGZ)@S6M$\&CB:[+3P5EYY MKKVO:C5="9.2U5B)QHH!_%_PQ-2DQ0H6H1M0@:A72FIH-T*@I[G+<+&8U'9#1 MU*SW"3JF@EC3=Q&M*&9:S,0F5!6J4+`5J[J;V6.S$L-4B&I$#:)6(:VCVXU, M)$G+89<2'AD)\NV*&6D=([/&)NB8,N+6OUMLS%21H4^.J-!AHFAFCUI*=*H0 MU8@:1*U"6L6IO<^I90NW/F[9L:-T0$9=,]P2=$P9K1;]C?\NNC0+<(8^.:)" MPO"-'\TV)DZ)3A6B&E&#J%5(J^LV*,$8?>VI!R>87;(8A6-W0$9=T\)$8GG' M5-!\-\RKEY=SL]9G8N*]\-M>4[UQG^./V@%(VV&+\$LARV2FDD8>7EBME)5W-A/\Q.)Y1U3 M0?3`D?L@>KF]7,,R!\7E4\5-)!"#H^\@^X%Q*:7["E6,V&D-9_LU^C1OJDZK M(T?!YR6J@ZADU4'2$3W7>S=!OOHQ(],19H`GZ)@*XJ5QL5O"YS5BXHO+IXK# MCF`K^N'ZF+YMMC#K18FA*^U$'Q^9];U&GX:1:CU4I]61H^##/=T19F_XEH]J M5KAO9.1RH?'NW40FE8V]E6PO$D0IH@Q1CJA`5"*J$-6(&D0MHDXAK:O9)(X# M'#>#M`2ZI5L;<2H1)$*:(,48ZH0%0BJA#5B!I$+:).(:V=V<>]Z7[&/=YJ M0&9,FFU4[*V\KJ.CH!2M,D0YH@)1B:A"5"-J$+6(.H6TKFYW%&04X_W,NZ;@ MH';%&S=2(I@+S<0>>RL1*D&4(LH0Y8@*1"6B"E&-J$'4(NH4TMJ]L']SQX`F M!Q;D5]\84<+HTENEB#)TS!FY'[YK%F8O6'@KZAK=$K.'&DJM?*,A?.ZMPD:;5+#P5M!HES[;1B]6[C!W[%Q.S<-;?$`J!:,7 M*.A'S^,5.X9-9^3/Y%*QXM/%Q7IC'R;-Q,0'RAFY='L,]U/LY(M]T^J!:+HZ]R@B@5Q/GX>FWOQ4PL?)P<4<&(XK'>X^$#8#FY%N],+F:.+H*YL@2@7)^=SVHL7BZ.N=,*+'1.0V3AE1`NAZZ]TV M\H.RGZ,R#),C*B3,>/03/!JFFV_RR;[YPX,H4U](66.:R4BWWN[O8G$,6S_$ MHB<2?.LY/!_-+.B&-Q-'AH%R1`6CH/O]%*K;[W(RF.,FOWDW?$/'G(ZLAYPN M/!UAI//#AU^,^%=8\(KR$_Y,:*$D4IX\5MUWDID MSA#EB`I$):(*4:V0EL;EJ7;)./%AT9KS6C]$K@2%TK"51PE;;8;/?Q?XY3AO MX%7A,#Z)SKV52RDHC-WV>`,)4S*B[U,)JKP5AS%W1^T-R$#1G0J#U#I(\"4CK=[DKD)/ M>+AQV#`*!=O8NRD6*]_81)"?K5-&,KL%\P7?DUR6CY)CE,)$L9OZ4EQ\E$J0 MKTMMHLQ]]VG1S#;AM9WX!K3B M?90%+?6 M<8.3""VZVP&<2@?-B0&EQ%2=$UI5=3M'Q^(85IT=/4K9BA.S MX.A2U],E:'8`]#/>Q(M[MIS-!7L^0;K&-A\2*U^]A%&X-C&25248Q[K*)HD; MAP(F:UM&8>U6:[MRBE58.W9\92@,5I*.^*E?U_?UM&F+:9.@L.H;'`J0\"3B MZ%N3,GIM*$QE*B\.!4Q3W.N>W-R@:PQ#`1*,A!W54!BL9"A$?J+0TIK48!P* MF`5L&86U6]DGYV*Q\N(E@EX9"D-X&0I^MM'UG5I5%RJ#WN)"*BBL^L108,>P MZH!2CB6;6G\KZ'I246^?%9RQF<<8Z1K#4&"KL,8#4D-A0#(4@N-+767J'ZCR MB:T=_3H#J#6CL-8K^R!]+(YAK0?'5Q)%=N2$;N&/?(9V#+\<87BS^_WA\=LA M/MS=/9W=''\^T#)>-\?#_BX;_<0!JV5]LIZM77J$3O!H3FWL7Z%E2XCH M%V;0&QRG?*CU]%0P7J%L;N]2M:DK.[HR50/ZO1R?IF)=N>(G(ETYZ:^X#2Z#G//;N*0Z\0H?K>W>0 M/76%A**)`J_0J2OT2!#Y3`U(>L"'?*:N7*VHA^E95*S!U8KZF#YHG[I"O4S/$4Y=<=TY MU9_TRL6]>W$A^B01W7C#L9(9_/3ZN[U[G1WZT.OK]NYU='B%WCY'T::NT#=( MJ1>F6DI?ZZ1>F+IRM:`[G&9C+.=J0?=_OU>'R6_[@"QM]/]/&_`@```/__`P!02P,$%``&``@````A`+14 M&ULE)I;<^HX M%H7?IVK^`\7["1@,":XD7>%BL/&MIGIFG@EQ$NH`3F'GY/2_[RU+LBZ+)N8E M)I_W7LAK2[(E?/_'[\.^\RL_E;OB^-!U;OK=3G[<%B^[X]M#][]_^C_NNIVR MVAQ?-OOBF#]T_\K+[A^/__[7_5=Q^EF^YWG5(85C^=!]KZH/K] M%!_YD'W=;?-Y ML?T\Y,>*BYSR_::B]I?ONX]2JAVV;>0.F]//SX\?V^+P01+/N_VN^JL6[78. M6R]X.Q:GS?.>KONWXVZV4KO^!^0/N^VI*(O7ZH;D>KRA>,V3WJ1'2H_W+SNZ M`F9[YY2_/G2?'"]S)MW>XWUMT/]V^5>I?>Z4[\77\K1[B7;'G-RF.K$*/!?% M3Q8:O#!$R3W(]NL*9*?.2_ZZ^=Q7_RF^5OGN[;VB-P&V^7'ALUMCL?$ MQ)`1O;<91#26MRS\B<4_=*DCT>@HB?YZG`SN>[]H4&Y%R!1#'#-B)B/8P&2J MR!+("$@`)@:R!1$!B(`F0%$BF$\-X MFN^N,I[%TS1#A\95F#MXS/"2\TU(XSR0!1`?R!+("D@`)`2R!A(!B8$D0%(@ MF4X,Y^EVH3LOYV:&:X.E,U-.AE3"QO*Q:\\:39!,FP-9`/&!+(&L@`1`0B!K M(!&0&$@")`62Z<0PE&Y\NJ'U77`PNJ%X_A2']T&687K-R9"*IGD]M*:-)JCQ M&L@"B`]D"60%)``2`ED#B8#$0!(@*9!,)X;7]/"J>RT[+\.FH9Q8AKJ6H4U0 M8RB0!1`?R!+("D@`)`2R!A(!B8$D0%(@F4X,0]GJ57N$DX8R;!HJ"%\0L>>N M&9`YD`40'\@2R`I(`"0$L@82<>)2;])&UWUH>-T%2*`&A M%$BF$\-CMD+4318+CQNV_*[>=]N?TX(*[JAU!XLWW:\E"&GV(YHC6B#R!7*I M3VC][,[T8*FBI`DKU`I4E*XU,;5"%26UUJ@5J:@+6K&*DEH):J4J2FDYCC66 M,A5%6F;)V,KFS$3#5NQV:0322\/1B.JH'![U35?F0HNBY)4LI+S2\@4:4N]J MM`83R^&EB!KK<\>P;SW]K%`^:"4?MI)?HWS42CYN)9^@?-I*/OM.WJP\6WN= MJSQ?D]$CO:S6E&V]L,Z@JC43R*J\M2OZ$DQ($66FQD`-3K,>;$VFU>/;R9.OX8PZ":37B2.K M3M9XF3M-E*H3:/DB2NL&2X%$G7XXUIUJA2D!HM!6,>>/-69$B.++(@EFI(@R M6T3=+,Q:L56<5BOY>,;6P?:L*9!>$XZ,FK@CJW_.A98Q:X*6+Z*^FS5Y(LV: M;'//^J:5;+5J8M!*-A110M9:%JU1-FHE&RM9=2>`.3Y!^;25?*;DF1GJD-2('=0E_D' MU!D:%*!(J$0NN+\64720;8Q0*VZEE:!6BEJ9TF)ETR[.K!M;HFIU:T8F7[H: M]1%(7<*,;9;3^#7JXX[4)"`VMILH>>T+D4AME,@7Z+N1R;6^>YZ!I@:MY$,1 M]4\C%&2C5K*QDKW01Q(1I9F2MI+/E#PKM9I7S$JSM;-6Z6]'*%]K&SU`(%6U MF<.1T0/.C-`F2I9[(1*UB_4%,D8H3Z01>L&X%6H%J!4*=%EKC5H1:L6MM!+4 M2E$K^T[+K");L%]31;'`5[/>U-'7_/4(G0ED5-'M6T]O1#&>76,[L:$?7EKE$VD@D76QW+J(NM3E`^E8D7 MY3,99;?:[`%L.^%2#_BS^#`V#<3V@]X#.#)W%4>62S-Z28%-[A0ERSU'M$#D M(UHB6B$*$(6(UH@B1#&B!%&*B+V;H2Z;.\_?M>`_&1_RTUL^R_?[LK,M/H_4 M>>F]@\?[!O.7/*9CCS9_R3>;WWJTAWF&.Q/Y5HB50?=8;TX3/.;0W$MGSJG1 M>*8S]:^FEAJ]?/(T.*,U92^EG.,#CWYSQ.^>#CWZ30SYD^L]D8%X8NIZ]%/. M&3[RZ!<)Y+110RVJ=T"L2Y@Y#EW;3;BFT.)AYM-2*/)EY\CM.&F\>VTS"#ML\\MCF&9V@SS&-;772F MUQA#;_5\;-[R>'-ZVQW+SCY_I6[9K[<13_P%(/Y/Q6>&SG-1T>L\;)+HO-.+ M6CGM@O?9[SRO15')?]@7-*]^/?X-``#__P,`4$L#!!0`!@`(````(0"I%+U? M%08``.D7```9````>&PO=V]R:W-H965T-_LOFYY]>OJKZO;ED6:N!0MFL]4O;WAS#:-)+5B3-I+IE)=PY5761M/"S M/AO-KF4I]F^2C^*K&R92)U=DQ;>O[GD MMZ93*])'Y(JD?O^X/:55<0.)M_R:M]^IJ*X5J1.P%\5M7ADK`Y0V+\<<6D!LU^KLM-9?32:$&_95G M7\W@?ZVY5%]>G1_CO,S`;>@GT@-O5?5.0H,C09!LH&R7]L!OM7;,3LG'M?V] M^O*S_'QIH;OG)"6MKO`D^*L5.:D!:'KRC5Z_\F-[6>OV8C)_GMJF-=>UMZQI MW9SDZEKZT;15\3<+,KD4$[&X"%RYB#GM1>XDVCP1KCS1>K[[I!E/@*MXTMT$ M:`1M'UR[)]R-7_!XN/)X^Z&6P&O3Y\#UL1>#D483X/K0BZUX/%R[^,ER/I\M MEL_0MCL>FU`\K(M)%?'N@W_OI8BJ@'^ZI]W/Z$K`[&O`NOM^!BM$6L#[I$TV M+W7UI<&L`(]L;@F98TR'J/'2Y>\KBAG&5$K"7TG\6@<;H4P;H)^;Q7SV8GS" MZ$AYS!;'F'+$KHL@(X3([E5P4(&K`D\%O@H"%80JB%00#X`!#@F;P)G_9!.) M)S9U#=QVH/?-4CSI(KJ4O0H.*G!5X*G`5T&@@E`%D0KB`9`\@6D$>6)/1:60 MVS"_W:T4'@-/Z,M)L46$"%\0.2#B(N(AXB,2(!(B$B$2#XED$$R;R"!8%GXX MMD@\C$.X"#=6<]F.+8NQ[SDF0H1CB!P0<1'Q$/$1"1`)$8D0B8=$<@S,&3K6 M33H$4V.Z%FT9L<%Z8=5BKGBU$T%=VAZ1`R(N(AXB/B(!(B$B$2+QD$A&P((X M9@3!LA&,V.#HP(B%7#0[$22,0.2`B(N(AXB/2(!(B$B$2#PDDA&PP@^-X.O3 MA*S"[25/W[<5M-L4DPX)EPWBA.W&R%JS0V2/R($1"Y;_@:W/LJVN".IL]1#Q M$0D0"1&)$(F'1#*(?$/@!?R'!I%PV2!.%F*MVB&R1^3`")WN/S?6U+05;\1] MX0W7F-*M-%WU?1%$]A$@HBR)@;C?B818)!)!7$39:\3B/HA(SD'G#IWK)AN" M98<8L6%O,"B&I=S@G0CJWG7/A?K*.W`"%R%DK5:RD,N"+%+3GQME2O.0IO^( M9B!I*K-#B#2C1S1C2=/L]X"2QV0[/&8RY;++'"DV*^[L^BCAW-9_`_,<^*4:VZ&P3 MRSYXZ4#;F@S)WBZF6ZXU]!8AER?R3UXRR7H8^1@%&(4811C%$I(K MCFQ7!X9UPYI\W"CCND-]XW8=@DE##-'%0NG@?1?5)QXPM9CQ4E=V`QZ_/Y@@_(>$`UFX=Y!V>(AEHX=DR6$@:3M_W_YM6<>PF,_02('9`>-VX<`6%LI5Y:;ID&EU[(X-=^S1.S.X M0\M:48-CS%=K-`..-\>XY<#'^\BS;0<^6C%_G3FOHP_>SASX9L,)V[D#GS"8 M'YX=V+".\*7CTC,1I6'^TH&]'HZ/E@YLWS#?KAS8;XUP6O`#`30&ZH(OGA M?_[]X_O9O^Z?GA\>?WX\'[R_/#^[_WGW^/GAY]>/Y_M=^FY^?O;\[\N7QZ+YU]/][>?#TH_OE\,+R^G%S]N'WZ>MQ:N MGTZQ\?CER\/=??QX]_>/^Y\OK9&G^^^W+Z[]S]\>?CVSM1]WIYC[>_,7;0-Q3Y?75Q=.$N?/GQ^<#WP;C][NO_R\?R/P?7^:GI^\>G# MP4'_^W#_SW/P]]GSM\=_LJ>'S_7#SWOG;17QQ_^1#%EJ;0S)AGLE&Z/I M^\GLD:9[9V-2!R[DV,WSR M4=A/:NR@RRGW!VN>UMP!IY+_@U5/;3!GTT#2:7!:@SF%!I)#@^$I<7%#BIPD M231_/Y],QM/YS*$C(1UP%OD_J*NC\4GY-^`T\G^0JOOKV)MQ`@V"##K5KYQ# M`TFB$QLZY!SR?W`X3W+LD'/(_T&:QQU[T4YLAPDQOGVY_?3AZ?&?,[?*.`// MOV[]FC6X]M9H*B1W=9.CFZ/OO/@?7O[CN?.3F_>>'?W7I^%\\.'B7VZVO2.9 M&Y0Q$A%+^!G7FXTM2"Q(+<@LR"TH+"@MJ"RH+6@L6%BPM&!EP=J"C05;"W86 M[`-PX4+7Q<_-!+\5/R_OX\>>OV$0!%2',V()5HDM2"Q(+<@LR"TH+"@MJ"RH M+6@L6%BPM&!EP=J"C05;"W86[`.@@N6FWM\*EI?_>.[^/3+82,:]923K7OIXH4S:"LT.A;43J0+*I`$2`HD`Y(#*8"40"H@-9`&R`+($L@*R!K( M!L@6R`[(/B0JJ&YS$@:5%S^/#[%CG]^T9.2RHXOF=#HRXZ\38K482`(D!9(! MR8$40$H@%9`:2`-D`60)9`5D#60#9`MD!V0?$A4JMS_L"Y7'.E0M<6.*HQ`! MB8$D0%(@&9`<2`&D!%(!J8$T0!9`ED!60-9`-D"V0'9`]B%1<7%;[KZX>*SC MTI*1&XO!$!J;(=0)[OVX>760&W1'`B^L0$FDK*'X_'P&)@21` M4B+^S-?EPF@\T[F0B10G0XZH0%0BJA#5B!J%E.OE7M1B*!&X'$0!(@*1%W_CV0NC@,KZYT'#*2&HX.>3L=FO?*V8HTLF!TU'!I M#$_G^HTKMB*&:T9'#3?&\%`&F@Z$/Q`&@7AKAO7U/3,W,)(F1H1,@,QL&8N4 M!(C,BZV4I(:2$AFAR54;C2OIVZ%DD]/U(&4*M%)J*[.K2^MZ:$N-5AICY5(" MJ/WL3VF_X^?V5*<&`B'Q3>0KIGILQ(@21"FAH5MXCV5]:WXX/_AY,!J889&C MY>(DRR5+D>7Q1-QV"&&%EFO6.=KFAJ6XS2.9U75`_`GK6$#L%-Z>R%1`"(4! M`10[#1.C!%%*:"RV,D0Y*A8H52*J4+%&J48A[2U_R`F\U''*?(0OO&E M=9>39NR;^$8BQ8HQHH20>V&I%%&&*$=4("H158AJ1(U"VE'^U-'GJ/8THAQ% M2#H7^>TE^LZ,NEBDV"L)(==H!#"Z-X9RM2",+1D<-ER1% MAH<3L[6HV(H8KAD=-=QHPX.Q'%QU()R5WD!X;O:LA*0ID;\O90-!R+UT:\MT M)M/P88)/4#%%E!'B?9=>H7-4*!"5VL9`W$`K#?2@1B.--O).#AS:E_[($"3U MF[LI.F*$TR>AT,>`8G]+S[M=^7AJ-E@)2XFME)#:3;6V:#<5K)>TF8)W+]!( M28B,C,V456%+:C32:"-#63.4D_T]R=]Q\D%>)S(C<4R$*&:DG#R3T+>)S%)B M*V443&)9QR:TF3+!REE`[!2,`CMEQUH[L">K6$#LU(P".TW'J#W!3*F]_B5H*V4TZ]:X#%'.2!I1,!+%$E'%2!1K1J+8 M**0=94Y2O$4:XHF)D;Q5A"AFI-//K#L)2XFM%%%&B%>OD9D$[^#,2/T2( M8D;*S;`PL9382A%EA%P/O9M'9DW)4:-`5&HC[P;@93B>U6BET5:"<[#VLCDE MO>EE/#WY!^_T?BI"%#-27IY)["F9P5;*BL%*D'6,5H)@2+8[`!:0:!6,`CME MQUH[[P9FJJI80.S4C`([3<=:.S/9$&MGOW+2&N))BY!9A6RM5:1X%8H1)6Q> M.I$RDF4B0Y0S$L6"D2B6B"I&HE@S$L5&(>TH?W+YG;%/!ZEPBB4D38A\Z<@E MJO&IQ.J0.K%(L4\30N%1E9`;9"R5$:+]I!VU.1HIT$@I1N0D,KHTLW6%MFJT MU;QE2[O<#D,Y`D MZ`TA?7-X!@%J%9V4!`A0(K98*D64(3WP&$E21XAB1`DC=2B'>\1I(,;1SGI8WL.*'E;VL*J' MU3VLZ6&+'K;L8:L>MNYAFQZV[6&['K;73$?:G$O;O=9I][?]I&JF6T9AU$E* M4(Q2"2-7NZ#;R.9TFP82$G"R[;28Y3UR10\KB06W=JM`C!IA%KDZD.`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`4M,EE@^AR-.BG)`K(59@&@E!1=3(]L!3.2"M(G M/TFQ0,42486H%O-^#VEV;@TJ+$3A2$>6J+A"M$:T$?.^/6:P;%%AIQ7,!+=7 M"CHU3!FSFR"P7#EJD4D-,Q=%(B6I0;;"U`"4DB(O&69<9G19Y41KY'@R%:A8 M(JH0U82X068,-*BQ$(VC20%]7Z&M-:*-F/=)\2YX&HMF##"\,RK&J7OU)BHO MO%/[IHP#U]5.0B8OS+DP$JDN+]A6D!>(4D09HAQ1@:A$5"&J$36(%HB6B%:( MUH@VB+:(=HCV"ND`FN(F#^PQ%BX921PB0G[>Z.I/[FLM](H3HV*"*"7DF]K9 M@N-_AHKY28H%*I:(*D2UF&^'D\G8!E461L4,IR5JK!"M$6W$[A$7;5%Q=Y+B M7BGJ+#%USRY+L+XY[JMOVKI@)%(RS,F6I%="4L%DGB+*$.6("D0EH@I1C:A! MM$"T1+1"M$:T0;1%M$.T5T@'\)6RX!C+@HPD#A$A,\S-=B-&Q0112L@-\\-P M&ICAE*%*;E7T]%*@1HFH0E2+W2/#J4'%Q4F*2U1<(5HCVIQD?HN*NY,4]TI1 M9XDO?04'`+B]83X$.Z9267`P(*16^?'0K`B12,GPA[);0E+!PQHI(9?H/GO, MQ)K1U6"^R$7A2(P+5"P1582"]M1BWK=G:':Y#1I9&`V=RTM46"%:$PH:LM%F M[7."6S2R,QJZ(7NEH)/$%!+?3!(L,+K/'OGZLTH2>.)$A"1'L+Y(4CZGNUT# MW@%CJ5<>+\GHNDJ<]KV<'PZ1-:E6D(::$O'V%]JMN"E'&URSU"L-;M#P0JO8 M6O*2+A]O\`KMKMGNT09O6(K<%3P.TQXZT/!.JP1/.AXT]G3YU0;KI#0ES4-2 MCN;O_1-^[9>>R;=XM1]$-W=JQUC[).1+ZEUJ3>UG-R.1DC1M;3E%1@E*I8@R M1#FB`E&)J$)4(VH0+1`M$:T0K1%M$&T1[1#M%=*1]N4KNT:]$NENFTHE+PG( MS;A%)KBF(!*)%$?<+I!4>PH#V2(S$NTMIG$G MQ>&.$26(4D09HAQ1@:A$5"&J$36(%HB6B%:(UH@VB+:(=HCV"JG8^KU9&%L. MX('KPAZA<"0BBA$EB%)$&:(<48&H1%0AJA$UB!:(EHA6B-:(-HBVB':(]@KI M:+U2Q9M@%8^0&6YF>QN)5#?<$"6(4D09HAQ1@:A$5"&J$36(%HB6B%:(UH@V MB+:(=HCV"ND`F@+;6X>J"1;>&`5U&T0QHH21>IIX>F5N9*2!&.=$UL/R'E9H MIGON*U!V$1F<]G3MQ.N:R8A0Z`5`,2N*5,+H]:=K`PEQ0&L[>)XO#\0.)\=+ M>Q@O`@EG2'OCK0J,.;9,L`)#R#_%&AQ;3&4B$BGN2\RV0J>TYH/NI205H`P5 M?V+IQ;WN(N+0Q8N0V?T%_35DQ9BE13`BI`R:6 M#DB*ZI5FGLS0;'Z2V4*;#3YUI#W3=ZP=3OVQMG,2'EPGA*2O$2/M)%.6BUE* M%!-$*2'RB/VBSPPU[:QRPEB@FB ME!!UVMC(4"%'5&@;,B)UE_TAIF\P>&[F.D+2\FA"R+T$@\%6ZEE*%!-$*2'J M\ACZ#.^>HY%"&PF^=4YWVIPDNCCC<<%]3@]F`$)AIV?V:U-B5$P0I82HTT/[ M!0(9JN2("FUE-)&!IKH]?663?>`ZUHPD9!$CW6U3PHA92A031"DA3F]C)$.- M'%&AC02?,M"=?F6O.L6]*B-I>\1(=]J<%F.6$L4$44J(.AW,P8<"9(8:.:+" M&)%=D^ZTV=]Q@D]Q'\=(VAXQTITV:U',4J*8($H)4:>O(-+4(#&2HY%"&QD$ MM5O=:[\[ZIG+IK0C"ZH`C.1](T:ZU^+@0Y1BEA+%!%%*B$-M7)>A1HZHT$9> M&]-F!]=%&G=J[M.N=BICI/LL2P7U&1035A0WI(2XSQ!I,)*CD4*,R((2/I6A MXVTV M[0JS<^O2`+=KTQ:I#?OLTFQ@(Y'J-NR$@KM6"2/YN'Y*R+WXX\@4ISG8+>9H MI3!6KF0WH+MM-FQO9@!NY*8M,NZ0T788`I%(B3M@!YB0E,J`5LH_*M'MD,*$ MIKD?;.5HJR#TJBWM&I>_X63XIFN\O-D$M,BX1D)!KNFDQ#5D*QP67;-\5M'R'3=3.`(Y&2KL-^,6'SX2`A*4$9 M2XG/(VE_Q$AWW"Q>,4N)8H(H)<0=M]\,F*%* MCJ@0*Q**<,;0G7]EHS?#C1XCZ4/$2'?>A"MF*5%,$*6$N/-3\UF^#%5R1(6Q M,I'ME^ZVV>F]-;G-<`?(2'H5,=+N,)NWF*5$,2$4SON$:.5_9Q])RM!*CE8* M:T7R4KO#[ZV"C>^;[J"]6+`AGK5(3WCV*R4CD>HF/$+AKH!1,$>GS&B.?C>R MDTO&$N+7G%%@J&#&AH8CV;IHI_SF[M#_]()9``D9IYCM<212XA2R)7U)2.J- M)X=8BA_$D8#3U`F&PC(9-,07B&^TM"ZH[/ MS#YW&8F4.(TVII*5"4JEB#)$.:("48FH0E0C:A`M$"T1K1"M$6T0;1'M$.T5 MTH'U.TP[11R_>3ZC3:G$XX:0B:W=+(N4Q+:UY109)2B5(LH0Y8@*1"6B"E&- MJ$&T0+1$M$*T1K1!M$6T0[172,?6+5B_&UNO8G:%+3*QM;O]62?%@8P1)8A2 M1!FB'%&!J$14(:H1-8@6B):(5HC6B#:(MHAVB/8*Z=B:,\MA0GYCW.)Q9M8B M$UM[G!$IB6VGR"A!J111ABA'5"`J$56(:D0-H@6B):(5HC6B#:(MHAVBO4(J MMO-7CFP'K@(1TM<\X\823.\0A*2(_$H3DL12+%PRY&E"!*$66(4YMC)8-1Z"XH M)<0L]>I#:4D@(9YJ#;E'C!AE@5C_0VEY(,%:!;'`4!F(D2$S=JM`PAG2/OS- M8L8J@E%2P@IDM&QTU7G1B9'HE#=`!,T:&;J+&R,*<"@3M>=E6LF?WVF8BD M@F)CC"@AQ'>B]4<-4U3($.7:AJD!%ZA0(JJTC5=*V7-_H`X*,YV/VH-V4/J\ M.8BZ;R;7/A*[[?TXDE(^(EL2Z82DR$?VN8P4C62(*XKF84'!/)"'$]T1, M1%(TDJ&1W!@QRT&!1DHT4ADCP<\=:__U'?D&P:_A6O_A>>^J1<9_9I:/2"I, M1D+'[Q)%.]#8D0)HA11ABA'5"`J$56(:D0-H@6B):(5HC6B M#:(MHAVBO4(ZL/Y@%:QW)Y11KMJS6+@4$C*Q-0M0)%(2V]96>*Y#J111ABA' M5"`J$56(:D0-H@6B):(5HC6B#:(MHAVBO4(ZMN983H&N7`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````#__P,`4$L#!!0`!@`(````(0#`NLE$F`X``$5)```9 M````>&PO=V]R:W-H965TO%5M.A+$M0U(F,V^_Q>ZJ)EF_(MLW4?QU\6^R2!99;+4^ M_?;7\]/9G^O=?K-]N3T?75Z?GZU?[K\VOWQX_7B?OO\2A)?-T^;P]^= MZ/G9\_TR__:RW:V^/E&[_QI-5O>BW?T!\L^;^]UVOWT\7)+<55]1;//-U MUN1MZB?3`U^WVS^,:?Y@$!6^@M))UP/_VIT]K!]7/YX._][^S-:;;]\/U-U3 M4^1^^T1WHG_/GC=F#%#35W]UGS\W#X?OM^?CZ\OYZ/HFF$_/S[ZN]X=D8\J> MG]W_V!^VS__KC48LU8N,680^661T?;F83B>SA5$Y43+@DO1I2T[GU\%H?+K@ MA`O2)Q<,1I>CR?7LC7*DVK67/N6&X\O)>#I?O'7'&9>D3[GC>VXXYV+TR<7> M>3^:BEU-Z9,+3B[?XYD;+D>?TL)W=L:(AED_&,QXZSLZ>$\;1\,HHO]PP?GE M>#$=3=_JCY&,'?.?C]971L_(#I_@?9TYDO%C_L.WG;W+O32+V$G.$#KMX*M^ MSG5S-5H=5I\_[;8_SR@`DK?VKRL33D=+H\NSE"?,,&\I?-P;\R_&_O:T[\G!BC;T"T'HYER[6`R^!9(#"0!D@+) M@.1`"B`ED`I(#:0!TKK$\S,%H0_YV=A3T*"/P8<8"7JCX)2C!Y/!T4!B(`F0 M%$@&)`=2`"F!5$!J(`V0UB6>HRG(NHZ6P&IPYT_QPUU/`NHQQ\,3-4X'(RD6 M`8F!)$!2(!F0'$@!I`12`:F!-$!:EWCNH[W/,?<9[+NO)S3VQ#,AD`A(#"0! MD@+)@.1`"B`ED`I(#:0!TKK$\Q5M^([YRF#?5ST):,PZ0VVJAMI@)`Z-@,1` M$B`ID`Q(#J0`4@*I@-1`&B"M2SSWF4P4]T:7)I\X?-_<_W&W)6^-AJV1,??= MRJ1/>LP^)P02,9D-PS3NR-S?XPGO='42J<]F=,N MSRFV\(ME@Y'T1@Y"!=O8>%0"J:!4#38-D+8G1SQMLBG7U;+6=-SWJ2#;\A!1 MA"AF-/6'ZXWOH`0+IHQF9C8-N<3\VB^86:O!M:A56"M72V4=I;42K0JU:FOE M:JFM=V.M1*L5+1SQ)CEU^X&SK%]&DLY>]4^?9O`!2A=+Q,IV680H9C3UMA%S ME;(E6#!EY,>AN=I_9-9*_)"C5F&M7)^J!::T5J)5H59MK5PM5:_&6HE6*UI' M^H<&[\G^42')'!2HF"3(=D;(*/!"QUP%\LA:245C1M/N<*[+CQ.43\7*WC%# ME&/!`JU*1!46K-&J0=1Z!;W`;\Y(7#B9>^8"G+EQS,;+N"LVI('6C'\86:FV-K)5HQ8SZ?0F' M,9!/V6I,N_!A=AZ99'W!V:3KH,FUFN.YW,O6NWB7<,E6+'P1S-1"4J%R_2[E MQE>>J!6W]73];C3YW*ENU*M1G_]YWJ&5^L5]'UJDCS'I\/2TR=_GN\8V<:%HQZI M*:"VA)&ULE.`M5QW@GS*!6E$2,$,48ZH0%0BJA#5B!I&8YN?M)Z5[TX*S4?= M:;C:N#*RC0M'@")!=&6(`L%"S9F8K53(5S,V$2U[QQ11ABA'5"`J$56(:D0- M(]XH!`NU$VR](KZ[38;GC-XW\P?."-W`SL@Z)1P!B@3YW:!6H)BMWNH&D$]% MWE8B0Y0C*A"5B"I$-2-GK6\8\5H_42M)ZXEXO3!6V?1;O=#9^Y-!D'5`R$C% M%C4V(FLE(2(6+2>V"++R*:*,D3/3<[0J$)58L$*K6JPHS@U3&1;TAJUD00_4 M5&]%!;>AX[>2:;4\=O:J&S"9%BOKN@A1C"A!E"+*$.6("D0EH@I1S"K*-"1!&B&%&"*$64(VFMO=9RK(.SZ;J>.*S%I) M_^2"K%;!R#G7+Q%5B&I$#:*64>\SWT$ MV4J'B")!;COP")ZM_'Z%(WC1LG=,&=&.1:99JHYO/1%O@IE0XTZPM\X(.GO509B1)#; M&_T=370>)C'.,BXH&3LBT<.D+7P2!>OI2H7+]+N7&5]9[Q];3];M1 MY0=^GO\B3S1<\@*0[9RG39,$:#A=H31M;*3@'6R-!7LB'(WBV M4B%?'\&+EI5/$66(P7M%?'>_E4*K!"+`%%J0=4J( M*!+D=X/:J,=L]58W0-*>BKRM1(8H1U0@*A%5B&I&SEK?,/K5$;PGXO>"2JP#0[P#2;D8HM^@C>6LGLC$7+C2T@GXJ5Z_+>RIGI.5H5B$I&3L$*K6JQ M.KF@-VPE"SHF0FG!//U48KM%;B\PA1 MC"A!E"+*$.6("D0EH@I1C:A!U'K('^T4`UPW#R'><+5I[!&MON*H,``4(8H1 M)8A21!FB'%&!J$14(:H1-8A:#_F^^T6F&V"FRT@-1;4)#:V5>#A"%"-*$*6( M,D0YH@)1B:A"5"-J$+4>\MPY48FG#,6.^T-1D`UWH:!%EZ"/KT=JOQ")@2T3 M"Z)1/`0(2$H2MN(%?:26R51$.EV_02I1&QK$V9?-3.\FC&SE0D%#@]2-(S&P M96)$"2.IO=K-IEX)O_8J/QEJCWG(!'*'4-!0>[W4B8%;>Y!)V(IKKQZI5\"O_`'N9_V6F0V5,Z9@1Z(VAA/>IKEC#79NH5BY+1OI(!.) ME=LRWM^=W(`E7'#8@/FO/J2>KM_:#^Z_Z&<>H!^/[;]NU&E9R`5I:1P6/40Q MH@11BBA#E",J$)6(*D0UH@:1^0T,XYR^C;V;^]^TZ-^3?U[OOJW#]=/3_NQ^ M^^.%UB(*RY\_#;C_,8V[X&9IED]RD[XRF49HMZ56_ M(YQNT+TJH/4#ND"[RR,E@@5=Z5XU5V7J\7QIGMQ@F7"\6$;T9.'(E6"TC"AY M.G8EH"O=$T=UGS"8T95CK:&?)?G2[6)5B3OZN9)C][@;+^G=<;SW74!-/,*_ M3)9?J,NQ`'T3BQK8?9M4W9J^*D!..=95R7BZ3(ZZBQY?+\W#:;P//9]>FB=T M>(4>R%*98TZAQZM+\_`4R]##4JK;L2OT^)#4CMV''@:2VK$K]-+/TKS2@_>A M5WB6Y@4=O$(OY"S-ZS9XA=Z`69KW6XY=F=*58]ZA[]K2E6-UBQ=+>LL0M=*; M);U_A[RX6=(;=LCKFR6]0X><7DBCMA_K?WJ]C-I^[`J]+$9M[ZY<#8.&?MOF M=?5M7:]VWS8O^[.G]2,%#?I%&UJ\=OW/X/1_'/KW',^^;@_TJS:TB:9?WZ"? M*UK3>Z+7EV3\N-T>Y`^J[M7P`TB?_P\``/__`P!02P,$%``&``@````A`)H$ M,#`O!@``[1<``!D```!X;"]W;W)K&ULE%C;;N,V M$'TOT'\0]+Z6=?-%B+.(;=V`%BB*;?NLR+(MQ)(,2=GL_GV'XIWC9..7,#Z< M.>09#LD1'[[^:"[6]ZH?ZJ[=V.YL;EM56W:'NCUM['^^)5]6MC6,17LH+EU; M;>R?U6!_??S]MX>WKG\9SE4U6L#0#AO[/([7R'&&\EPUQ3#KKE4+/<>N;XH1 M?O8G9[CV57&8G)J+X\WG"Z*S+:M^5KTW5CI2DKR[%"/,? MSO5UX&Q-^1FZINA?7J]?RJZY`L5S?:G'GQ.I;35EE)_:KB^>+Z#[AQL4)>>> M?B#ZIB[[;NB.XPSH'#I1K'GMK!U@>GPXU*"`A-WJJ^/&?G*CW%W9SN/#%*!_ MZ^IM4/ZWAG/WEO;UX8^ZK2#:L$YD!9Z[[H68Y@<"@;.#O)-I!?[JK4-U+%XO MX]_=6U;5I_,(RQT2E[*[P$CPUVIJD@,@O?@QM6_U83QO;&\Y"[QPN7*]T+:> MJV%,:N)L6^7K,';-?]3*95R4Q6,LT#(6-U!8/O#TF2>TS--?S,+EW)^&_\`Q M8([0WCDDR)HD0\L\O=DJ#(/%:@G0!T,NF".TS''Q.9%+Y@CMG7.%_3C-%=K[ MYKIFCM!^:JX.S8LIG_;%6#P^]-V;!9L4%GZX%F3+NQ&0L41B81*I!1E>$NLG M8KZQ8;J0,P.@WQ_]T'UPOD.NELQFBVT,BQVW(/E*:/R03\'2\IL8$1AM#`T"Q,A&B$Q0A*$I`C)$)*KB"8=3HM[I!-S2'QHA"R< MSM3(_TB[,!':$1(C)$%(BI`,(;F*:-KA<%.T\PU+T$DBG]J6(C[$4!%M9K`P MXFY[A,0(21"2(B1#2*XBFB(XB&\H(JBNB"(^1$91Y!OY*8R$(H3$"$D0DB(D M0TBN(IHBN"$41>RTG9%[:3S7YQ-7+1#QR:9+@^%@DES(HI7AN\*2;),)3K)*NY6`Y=,RE";FBFM8FF MF4*&9N,4VKG"2FIF7%)@S*S8%P\Y!Q,&,C#V>J.,+\T#C"]LQ* M6>Z80_+<3AC$3KIPA=(>#9]AEMQ@46X0734I6J3J7V8`K7&`G"_D%M00Z7H& MF"NUDU;<<<\@+1J42UF\A%FQ#/@2!$9NI9@F8Y!"DQLT_O*]'4%*GCOB02LD M+1X,4K.#U5%J=@3&QMZ[R"]F4`#[0F05OABY54!O1A\%"!%GW.5#XIQ;,>)` M7KIZ"I':R0B9%\Y@*>D;A?SXIL7AM^X*]R9,EGV)T])+"R&%]$)X(8=GAXJP MDBF%H-A%4(*A%$,9AG(-TF-`BBD9`Z&-UEB:-@H9VF0V,FW"2FI#4`PO<].I M(W=C@J$40QF&R"N?Y*+:Z*L=?65IJOY4[:K+9;#*[K6%='37L(0"IL^%VT4$ MWPPP91-WE_"..)UQJ&?%7QA1CQ>1:_06FP\]_LV>$'JFG6>PP4/FTVTN&/X6 MDQ?!N\2-L?T(OMHQ_A1$3Q!"W+$-(OC4O8&'$7PP8CR&2-T*5+R*H.K']AG$ M[Q:^74=0>V/[K3N'$$T7L1$BJ.:@9PJ&([K@#?9:G*H_B_Y4MX-UJ8ZP]//I M2Z^GS[7TQT@WM?7&ULG)K;;N)($(;O5]IW0+Z?@&U,P$HR"O@,2*O5[.ZU8TRP M`AC93C+S]EOM/G=Y6&9OAO"YZJ?[[^J#[7GX^OUT''V435O5YT?+OIM8H_)< MU+OJ_/IH_?4M^C*W1FV7GW?YL3Z7C]:/LK6^/OW^V\-GW;RUA[+L1J!P;A^M M0]==_/&X+0[E*6_OZDMYABO[NCGE'7QM7L?MI2GS79]T.HZ=R60V/N75V:(* M?G.+1KW?5T49U,7[J3QW5*0ICWD'[6\/U:7E:J?B%KE3WKR]7[X4]>D"$B_5 ML>I^]*+6Z%3XZ>NY;O*7(_3[NSW-"Z[=?T'RIZIHZK;>=W<@-Z8-Q7U>C!=C M4'IZV%70`V+[J"GWC]:S[6\=VQH_/?0&_5V5GZWR]Z@]U)]Q4^TVU;D$MV&< MR`B\U/4;"4UW!$'R&&5'_0C\T8QVY3Y_/W9_UI])6;T>.AANCZ04]1%^"?X= MG2I2`]#U_'O_^5GMNL.CY<[NO/N):SN>-7HIVRZJ2*XU*M[;KC[]0X/ZI@L1 MAXG`)Q.Q[3MG[MG>C*AFCJSQ$L M0]#N]I*31R!25R0\&<2_VC!D,"\:(%^/#G._&'\`=.Q8#%+ M'&/K$2L>0:8DD0U,$)H@,D%L@L0$J0DR$ZQ-L#'!5@%CL$SX!F/V2[Z1>.(; M[_&2`\5(PR0>P5,"$X0FB$P0FR`Q06J"S`1K$VQ,L%6`9A+4$S+)G8A:(I=A MR;U:2RP&?D$4W,SP280(HQ`)$8D0B1%)$$D1R1!9([)!9*L2S3)8QI%EL'?] M=#Z2>)B[\"'\P1.2!KG73!0APD1$0D0B1&)$$D121#)$UHAL$-FJ1#,1_%)- MY&L7P;U7O(]+2EP8#>&>ZQK+V4H$\;0`D1"1")$8D021%)$,D34B&T2V*M&L M@5U[R!J"=6LH@9KAO5XA$B`2(A(A$B.2()(BDB&R1F2#R%8EF@]P&AGR@6#= M!TIIJGH]I!#H&F/[?U\WM%#H^800[*C*W(3 M1_JN.V2T*N!1,C%DJ!\?<6]GFA*QJ-FT-\V=&X>E&`LG-PFGNK"S,,8TXRH# M94;.@==\-*BJ M;LJBF.[4T,WXY8$2(>?`(;?H^1!LEBLW1?J!;VK><]HBBB<&&(4811C%&"48 MI1AE&*TQVF"TU9!>5N14J!CUGVHK4#&1(CN[*1BC`*,0H8@B.!W+KIW&,HH/1H)1BE&&T1JC#49;#>D&0@5C`^&I,MOUV%HTO`627%BZU6ID2#43 MH8`L]N9^AU#$HF9T5CKHK!7+`.DCE?%DDU(9-7S6RF0`EUDSI,AL9!23,6;S M5@:`C.XQ.*U)SP6='7]F)I ME(\Q2G!BBJ,RC-8X<8.CMAK2#'2,$S_?/'JN%R!'LB%,UW8F1C":ZXBA3<<717>&L*>+"-] M((P[#3$0^(["84@V9<607K&><2L=R"A1L5@KPBAFB+GN&*.9X(P4HTP7,>_+ MUCAC@Q%Y64C6-]:2F>PA-9.^"*2O-4YE\UJNRN.Q'17U^QFJ$6Y,GAX$%F\@ MG_M3@L&7\&:RG]DF=^"-)9GQ)G=]>)2+^?/4?X9&XPO+J0^/+0>XY\,SNP$^ M\^$9U@"_]^$!S@"W(0&V=WP%]E*X,I0#&X-/UGZ<`VN]3Y9S?`66;U`;NK*R M%SY9)7$.U*M/JA%?"><^//'!/)G[\``'\W#APY,2S).%#P\^,(?'#'X$]_OX M"CPY\,G#`;@R%F,+KX@O^6NYS9O7ZMR.CN4>RFC2WY@K(:"7ADYX"W M#*-[RDUR^,Y-]) M@Z'8T";9@!.ECQ+Z+9U?>5Y*+<^_/5=+D.Y]%LZ7LGS,4#D;&^EUVXH/4_#8HZ*DTR MZT@6(+/SSZ:SS3):KMYG";0BE4F*!#KL&+UZ,!UP)F^1G+5H"\Q="IT.DQ24 M-I/H>PE702"7@_7I$(6K7?`$5! MNIL(:75%K.TCDC%F9B..8\3<@:1CR#HV+);0^:M"I77O`XNI1+PQ\2KS1$-6 M72FCT'8?+7>TZ$_7=;/KR(1: M`E=C@>NE$2B]CD"WG8G&:('](5K?T.>,03KT]4-JB5M;XFY715I=4<[!B<9T M55N8U+6JH7-4M:%SLNR[80F3RZY_P]R$2:LKK,],G9UHS%K?C2ATI=GNN!]^ M%9U:[G#6=]Q2%UOJU-`M^IY*KZO2F:M$8_0-=OIV?,,'BTER=S??5%V+TRM' MOZAKS,[XB*N*>QF]-'`3(ZB(L>I-E\"F4^LB,`Y80"TZXQ^(G4G#O0H7$!I. M86(]IG>5?A"T52_3$Q6P>M3/$OY28'@OAU,`%Y2*VX/<3+<SXW9_F@:%^_,8C>KU=;\KBVKW_5B>KD'D7!ZV5]?^R_O^X]*H'7=C MY([;\[?O'S>[ZOCA))[WA_WUCUIT.CGN[G][.U7G[?/!]?NGRK:[1KO^HR=_ MW._.U:5ZO=XZN5EH:+_/Z]EZYI2>'E[VK@?>]LFY?'V<_JKN[2*9SIX>:H/^ MLR\_+YW?)Y?WZM.>]R^_[T^E<]M=)W\%GJOJFT=_>_$ON3?/>N\V]17XQWGR M4KYNOQ^N_ZP^_U;NW]ZO[G(O_%MVU<&=R?T_.>[]&'!=W_ZL?W[N7Z[OC]-T M>;NXFZM37]=B M>]T^/9RKSXF;+.X*7#ZV?NJI>R?L+VBV<`-KYP_^ZH_6C'OYXE[]\:14]C#[ MX8;(#I@-Q2PPDU/,$C,%Q=QA1E/,"C.&8M:8L023S%MFYKQI#7*#KV-08XQ_ M]7'J_O\R)E&M0&W>)C#+8-L\F:?S^A^F\B[UU81:H>@>4TFZ(!5TE[I)U#JC MSF.ZE)N(1%-L%[E1\4C!%E+$<@3UR?.I[44RF=MU/)'W6K8*??[HKB/FT"PWDC M$H5(:)$P(F$Y`IGBEKR.*V1,EJ`Q!,6$4OMP`QYA5C=+2L8V3$L@@VR.>] MX;FD0AQT\:?=1E02[T<`,7W/`6D\I':L0I;1,F)DQ+((=L?GOLB=[F>`$`NQ M.U&@WJ@`P4HR,'H"PSA8C)#1P#`R1D8LBV![?`!D[`GY$-F31F%UHP+4C`PZ MHN=`,3TK9$3+B!G5',L*88MCA2>-0PU`8,UR3:;]'"C6FG`V M!M&CSF7DEIK0ES$HR;^J.0J*]X_ID>YC!0RH@%IKH&B5BXC MZU@6P;;X?$C8$F(CMB7^E*2:].GK$=%,R]N#7VMYE``*0*"WR6JUI/JK$39$ M&?E\ED6P*SX<$JZ$S(A=B3.PXH)E'5MR0)J.0[R, M3XB$,R$X8F?B&*P"%+JMYMG0$M.$4&)8%4ACO50#0X:1,%@B6U&#SB+HYBY> M#+$G/B`2GH3$21DM`8+0HE=)96%;2+4(X:]J#@Q/6L@BR).&3 M<'U8*L(`Q*VZ,E+(B)81(R.61;`Y.`4W6U'23[^]8@PP,(541GY6S(%BG"MD M1,N(&=4 M)-Z;`&*ZG@,2'"0_616RBI81(R.61;`Y./?VS"'R;Q)O4OXFGY!_`8'91VVI MA:RB9<3(B&41;`Y.OSUSB!2(`V!L^350= MC%UY$A!PATY_P#`#3,N(D1'+(M@='(MK=SKEK(2(QTE&_X=`RJ#T>IIU?0`@C&1C(G[SGG0'$.R8B6$3.J M.985PA;143GM1V75*V@!U$R;@5(Z4*PUX6P,HD>=R\CGLBR"K:&S(&)RUEI@-BA$A#V(A>RC@8D MZ#35+/S-#"/+6!;!ON!LW/I"9.(TO@V5!B@TUA5E%/E5GAPP* M:.!I3L(@";5:D^G`(NJF9RTV!6?BUA0B"Z?Q=IT&B!TL."XK1>[IA:RD6X2J M9K4'!V>K91%L"9^"TY!,W0K3N6W96UO$^)J##N->(2-:1HR,6!;!YN`0W(Z7 M?OCM5;/2;K!5<[C=$8W_'"C6EB#$(%I6,:.:8UDA[`P.P*TS1/#M5;/2`(7E M9>`V)3!,KPL9T3)B9,0",M!>9$M&Q%Z7"!M[ZL/1KM2K9@$$J^^"K.'G`''^ MC-'1LHZ1$N./E1D1?GOU+("8ON>`@(=D-"MD&2TC1D8LBV!W<.[M MN4/DWUY!*PL0ZTY`@COD^"ID%2TC1D8LBV!S0EA6R*\PY,`P#A8C9+0L8V3$L@BV!T?CVA[W M[G;G(B)RKZ*5=?/O0/K-`6+]&:&C91TC(Y9%L$%$4.X:%#*P6UF_@G*OHI4% M"*9.,O"Y"BC6(3%Q:UG%C&J.986P171$$$Y2PNA0(4 MG@Y;+A.R')$C*IIO!3JX7M+/26E$W2Q6BBS5&X0E2_H[<191RSB>8G-\D/VZ M2=6:$_(M6HNSN&CA'F&5;OP"`K/!%<)(`PM926.E;&!>R4+^P=OA5@=OPH.U MX0',C^U;^??M^6U_NDP.Y:O;FN:W=R[$G,-CM>&/:_51/W_Y7%W=4[+UK^_N M\>?2/9PYOW7P:U5=FS_\@[OM`]5/_P,``/__`P!02P,$%``&``@````A`*GY MV82V`@``R@8``!@```!X;"]W;W)K7;`@+6`D>UL=O^^8SNP0*KN-@\$CX_/ MS)P9#^O;YZI$3TPJ+NH8!YZ/$:L3D?(ZC_'/'_4U=@PK^1X.D64\87N1G"I6:T0U=1^7AJ;A)1 M-4!QY"77+Y84HRI9/>2UD/180M[/P90F+;==7-%7/)%"B4Q[0$=L#E-,-FNKSR_.SJKWCE0ASI\D3[_PFH'84"93@*,0 MCP;ZD!H3'"97I^]M`;Y)E+*,GDK]79P_,YX7&JH=F2.)*,$3/%'%30M`YO39 M_I]YJHL83V9>-/YAHB-G]A6>(V+<( M4Q/C^M`S$`B^RP!4[670!FJL)M#V^-89AE'-ACYWUYAPB-A?(R8CR.$:,E]V M+(/(H:*]R*WVTZB3VNQ",08RSCLBJ\G68:8]S#BE-Q'[-Q&'?R$&"4$@XX2@ MF=J2F-T8@SRO?>&/^F+K,$O;6;XWDG8WW`U>9;5J[$?;BZ%8,$^,_Y8[F$5^ M_Q=T:)>2FQWNKE1,YFS'RE*A1)QJB#^$"#MK-[+N0M-O(_L.1IF=!Z3;@`G3 MT)Q]I3+GM4(ERX#2]^9P`:4;1FZA16-OZ%%HF"WVM8!O!H/KX'L`SH30[0(< MD^XKM/D#``#__P,`4$L#!!0`!@`(````(0#T2(+*O0<```4C```8````>&PO M=V]R:W-H965T&ULC)K;;N,V$(;O"_0=#-TK%G6T@SC%6L*V M!5J@*'JX5FPY%M:V#$G9;-^^0\U(XHPH97.QFY"?AS^'0_ZTK:>?OETOJZ]% MW935;>>H!\]9%;=#=2QOKSOG[[\^NQMGU;3Y[9A?JENQ<_XK&N>GYQ]_>'JO MZB_-N2C:%42X-3OGW+;WQ_6Z.9R+:]X\5/?B!CVGJK[F+?Q9OZZ;>UWDQ^Y% MU\O:][QX?$ MN^;UE[>[>ZBN=PCQ4E[*]K\NJ+.Z'AY_?;U5=?YR@7E_4V%^Z&-W?TS"7\M# M7375J7V`<&L4.IWS=KU=0Z3GIV,),]!I7]7%:>=\4H]9&#OKYZ]`B]5]46COQYU$[QX/7GUYVX%_JA7Q^*4OUW: M/ZOW7XKR]=S"><$\4.4>('R(V?U M4C3MYU*_UED=WIJVNOZ+D*)0&,2G("'(I/[PP=]$*HH_CK)&1=U,LKS-GY_J MZGT%Y0%C-O=<%YMZA,@T!=(Q3`IR>]#T)XWO'"A@D-M`Z]=G%6Z>UE\A2P=B M]A:&$VE/Z$SIL)G1L`9A@SJ8LZ&N%Z%;M8C^Y7ML@""#*E^,."4"@613)-D. M49BJP*I*M\+"&B)4.`;HYKE'!O(\"(V'(3HB_9#(E@@F$X:Q)$^W[AR8["!A M*Q<0D1B7UU,>_@BA#(*9VJ",0=XF$A"3"SO!D-M58A@-A:=[178CCTO:(P-C M#E.3V?V0R)8()C=F&=0:!&+YL&)-1%F1S$0V(@A+JG;&\33JDZI;I="`)VR/#"75DX.@ M4L:`5W8_/$[&F%#&86*W3&Q7L($W%*SNE:)#/M@>F;"K!%',*?;U$[))-8E0 M3(8)5>!LEK1VS5)B)"029->XU)E1)\V`TCU$YP+U^3^NN]S["NW!/+/`](90 M>+02A,/Y7B(2@A4@(+F\'91Q:",C<>7:-81RHP@4F@I7GDCE""TL=4IQK*N0 MS71RG=HU1IW]SE)H)ER?M`.">GW6I*4<\F-;^C,.>?*PX(JU=U@4HZ5PQ=)F M%4*HV/6MWI1R2)Z?5`H\T/(NT]8Q"I;G`5P,]8$`"1_<2<5BT^\)@E$'2-1Y M^C&2+2(\R=I#1LU#6:"UL"3'TL:4Z3]J.U,6)N2&,V5A0A,+X8*UE5@$H\-P MP=++E&E#5B4I0]R)J5)1F''<Y/KQ3*89%?37 M-G[69")6M%S1VF%&\4-UH/&8HL.);9CFY,;R#*73V(0VUFEERF2F@5AQ^':? MZYJYST6R-HCI3PS[RJ>,4I$\O[`\&.3ZRW<(GSM?G^*N64B6^X\8E&Q/,$/< MR6*37G17C!/(ZRA/,*RYI2!\W2S4RB(F!D>)9=EA/3#&]>7&(KDX&*V42N3A MS@5SVY/;S[?87RPO:03A@,J?TXZAB`I"NY^P6-M(SI!KU]XSW7T^6A+W$;G] M"%KRD8^1;!'A6I>]3W\^(0I$Q<+8]@1A!@-OID0P$D)A:(4R%BDA9K1:KEQ[ MSYCE286@-9EGG8KE!KD!3O3:C%!>Z'S3 MP&:,FQCKG+*93BYTV?E\F_/)>QQ!F#MP/MNE,N50-+E54HJ9/89*'IA4F M"]"">!U(PR,(10O%4$RV[7=G*8?@[6+WP[=J)B!Y\>`9YVXW5(?%Y2)Y&`>F2')@>YT8;.L'$:9UR+%`SFEFP>"O/%ZZ:&]^@VF)XB73F M@+F4;U_Q5%#VJU+&*;5=3C5WO,E6M#G?I$`0PI(.^[=0DXPO^&,6V#M9?D.[ M]W7-8M=MQ.![@FC76?=32HS5P+.93BZ06YW,98@VQ(ZUC31I@DAH)(\C/-8( MFE&*P\A.KE0;V>AS?:F&NEFF4IHR0:10^;[UCI!R+-S*>Q<>"IS:3-R2J^86 M-\DO6AW/KW3G$"%4KSRYH2F_)D3"145E+)`+W^GR(YH+7_:[T.)W&^G1!*'P M,))OUTFX:8K)9.=3SDTHF'R8P94O.QY\3S-KADZ^_$Q?M>W@*HGN28#UTP+,) M]_RU^#VO7\M;L[H4)PCI/220^QH?8\`_VNK>/2'P4K7P5$+WZQD>-RG@*WOO M`>!35;7]'S#P>GB`Y?E_````__\#`%!+`P04``8`"````"$`8I?*;G,#``"@ M"@``&````'AL+W=OR M0"],*BZJ#)-1C!&K45 M=@Q+^1X.L=_SG#V*_%2R2CL2R0JJ0;\Z\EJU;&7^'KJ2RN=3?9>+L@:*+2^X M?K.D&)7Y\NNA$I)N"UCW*YG0O.6V+SWZDN=2*+'7(Z"+G-#^FM,HC8!IO=IQ M6(%).Y)LG^$-63XD!$?KE4W0'\[.RGM&ZBC.GR7??>,5@VQ#G4P%MD(\&].O M.P.!<]3S?K(5^"'1CNWIJ=`_Q?D+XX>CAG)/C4LN"H@$5U1RTP.P=/IJ[V>^ MT\<,)PE&6Z;T$S<^&.4GI47YUWVTDCMGL+3.<&^(\L$,I<;<&/0#$-[@B@%Z,N:+.:KZ`5RD#;SB("]BX$Z!T(85`3PB3)Q'QP@,^7#/.-!_D,FF&X7N3T)#N;B60Y)Z^>#*:7]9O34*V%@HRD))AB02LO!"M1@M?T1K+ M#`^H#`?*9G&;K18*)=Z8+S(\8!:^DM@.E-D<_3XR,^*MTDJ< MS_U"6XLK-CJ<V%5(.&)=?_4'RUI"!4+AEUT^+&@X6C;=DS@= M>5W7'S/20&'&;VQ=23A[K7`+AWW20J'P&SM.`L&O.Y'$B3_2UN0JA/$"R%<. M9ZJKHKKS@/N=EDP>V"=6%`KEXE1!`YN_:8=VYY!-8C;=:WRRW(`*,T7=%S@V MU/3`OE-YX)5"!=L#9VQT(^E.&.Y%BQJ$PO]?:#@XV,&ULC)IM;]M&#,??#]AW$/2^L71Z#N(4 MZ8IN!39@&/;P6K'E6*AM&9+2M-]^/.HD'RD2Z)L@IGC\\WCWH\ZR'MY_.Y^" MKTT_M-UE&\9W41@TEUVW;R\OV_"?OS^]*\-@&.O+OCYUEV8;?F^&\/WCSS\] MO'7]E^'8-&,`$2[#-CR.X_5^LQEVQ^9<#W?=M;G`E4/7G^L1/O8OF^':-_4> M!YU/&Q-%^>9_NU;_>_MY<&J@WK9%?@N>N^6-?/>VN"P9O5Z$^X`G_VP;XYU*^G M\:_N[;>F?3F.L-R9';+K3J`$?X-S:_<`3+W^M@T-*+3[\;@-D_PN*Z(D-ED8 M/#?#^*FU8\-@]SJ,W?F_R2E&]2D6YO"Q'NO'A[Y["V!AP7NXUG:;Q/<0V(F[ M"$LZ4)6=]7ZR[ML0MAX(#6#]^FBB^&'S%>:WEP$5(W5JA MD/[XM<;DY/LH&K"HG@9.Q^1WL-9SI:P#RBVEY7&=A8:.Y-C M5^O8U6WWV*LTMK/0V,I2QK`B7N)SL=%,H\XF6NY"3CD&<2\LUCN-JKM\*0EZ M,`4["$PT\5)1L/"QBC,%AV=Z`S9V)JI0*0J4VJ4T$XK`TK*Y8VIW>WC6@I92LZFTC>L=*\H$7[`DO>:RC1$PI.\U:HC"F6N*1Q&M\6=`TH M#N$+&BN$Q@*B<9SYA5DCBH-6"@JCL0!I4?A]"ST@G+^V$JFQ0FHLH!KG<"^\ M56F-*PY:S4'AUVY2&]D=T81)VU"IS!5ACV;M)S-L2 MS2RL]003S5RAU%!*IVU95/ZJH@N3<,02H(Q"K!&(3&-J MDB`G,?1@"G80F`A>1J$VH=2B`KE;H0,3!-*+S3*J3)TO/Q.IN"`YO&5RA.)(IIBT,7)B%A MG"@8)Q1CG`(]3:$'4W"0TTDH1"<"T2:)_":*+DQ"0CI1D(8#MT_#W(O0S,(Z MCGT$XEPI?RIP[)V_\3(-/YMH890V`4C")!R]5$+I#JE`;QJ5/KWHPB0 MUB#0A4E(`*=*@T@%@$D310-+.P`KPF57I")L#+GE58#ZJ`@\!$2Z/PFU%^D8*8=F=T81*. M9;I%%98S2(3?YI/$^+T379B$'04F*J&PG$DL>_4,5G=-;XX M"E3)ZF8*OIF`KW<+P\ML!A*[F<)N1MD5$7#0>M^L<=1J!@K'NLTE<(S@6"V4T&79B$1'"F$)P+!/O/9_`Z MBR\1G"D$YY3@:9']%7#<>BN,0WB)<@7EG*(\=P@TL[0=OZ1#Y`J_N<`ON36B M`Q.0\-6.A[F`+]F9:W9QR*HN"KLY97>IBP/4+[3=8WHL0==F(1T MZRT4=`L!74,?H*`+DY#@+91[;R'`R[Y?H`N3<$B3E2X4?@O*[_0M*2^]9\+H MP10SC&86 MUGJ"B;!<*"R7`LND_Z,#$Y!(+A222TKRDK=CU>O/Z+G*6\&W%/"-:?=$%Y:Y M0YA4O%00+BG"2^:.43]S9R(5+Q5L2P';)*Z\#8\>+'&)VE*AMA2HIC`%!RTI3:5`"T_<5]6G#WC0@RE( MT%8*M/"FTDJ!/HE!#Z8@05MQ:*GGHS]_9[;T_NGZ8VJS7(%7G2ZUB_-'W7_TEZ&X-0<(&9DGT`&_?1.U/1A M[*Z0.[SNU(WPBA/^>X1WUQIX42B"WA<0&"F:FIJ#MB']V_])^&A,R_?Y5GXR.OFX)4"],9V*:15QG9%]5Q8?[] M5_!M:AI-FU;[]$RJ?&'^R!OS^_+77^:?I'YK3GG>&J!0-0OSU+87W[*:[)27 M:3,@E[R",P=2EVD+/^NCU5SJ/-UW2>797,TPSH=W]0/)ED=6D(8=V`'(6NU!<\\R:6:"TG.\+J(#:;M3Y86&^ M.'[B>*:UG'<&_5/DGXWTW6A.Y#.LB_UO196#VS!.=`1>"7FCH=&>(DBV4';0 MC<`?M;'/#^G[N?V3?.[RXGAJ8;A'-"4C9_@G^#3*@O8`E)Y^=%J8[ M'(PFMN>X(]-XS9LV*&BN:63O34O*?UF0PZ68B,M%((.+.-.!.QTYHS%5N9,Y MYIEPY)G>8.+8,V]R/V_"\^#(\V8/Y4%_=^7"\# M2`>Q#A()6&!([PKT[5.NT'CJBJAG)8!DDV:!B!`I&QUL=1#H(-3!3@>1#F(= M)!)0+/">M(#&+TSXO-,8/`;^L@\::[;T(;TOB&P1"1`)$=DA$B$2(Y+(1/%G M^*0_-!YN,CCTM>,[AP5Y]PSJ0WJ#$-DB$B`2(K)#)$(D1B21B6(0/*?E>T@\ M0"CN?!#7OV+$`ZBNQM M1:!*IY]&:+AJ!R=L*4+GA#4B&T2VB`2,N#`;2[9.U&X*^R!AZPZ1")$8D801 M9]PMN>0)A"Z7\;3ZGW;0<-4.3B0[$-D@LD4D8,2SV51M.Y[F1'^^=X)K3/K) M+.ICNNG>=EQ5(^[/"XV$:V!?8%AD7\1#@6*U?DZD^AGQ8,J6!G:J7LJF#Q*7 MLD5"`2=PD(1FJE#(@ES:L1]+;Z(UT`ZI1H^HQHKJT-4>. MJ\8))#G'D6*=9]MJQ9MK5.\=U@HP"CER/>:5*KO#"1%&L:KA:EV:*!FJ,W0) M)]UIHJ/H6E9K*8%D9UB4YHRV6MWP1(BZ.L/EKUH!E@\Y$LYHCN]P1H11?!6Y M]JMG:_=@HB2J#M$5GN30_SV:';8BA)6*J'8ET+7:-4>:<]JX;:Y10FN+M0*. MW.L_A@*-NIX:VGJW[K!,)'*N,K%`3,8;.=K0)HJ,:AM=^3UC&ULI*K9Q)-O& MD&J;]OZT@?=_VKM*OR&I@$>Y,`?=>8Z)J"DS3ZL_S%_&?HO-_]X-?1A/8P3 M5B,?%HPW^-B'%17FP<2'Q<8-/O7#[B53*SB:^C`)X_CUS(<9\09W;+"NVRC2 ME-:.`V&ULE)S; M4N-($H;O-V+?P>'[P99L@U$`$XUU/FMC=O?:;0PX&EN$[6YZWGZRI"K5X1<@ M;C!\ROQ5SJPJ598D;O[\O7\9_=H>3[OZ<#NV+J;CT?:PJ1]VAZ?;\7__\O]8 MCD>G\_KPL'ZI#]O;\=_;T_C/NW__Z^:M/OXX/6^WYQ$I'$ZWX^?S^=693$Z; MY^U^?;JH7[<'.O)8'_?K,_UY?)J<7H_;]4/CM'^9V-/IY62_WAW&K8)S'*)1 M/S[N-ENWWOS<;P_G5N2X?5F?J?VGY]WK2:CM-T/D]NOCCY^O?VSJ_2M)?-^] M[,Y_-Z+CT7[C1$^'^KC^_D+?^[#O^9CG5['H\N;MI`O2_W?;MI/P^.CW7;\%Q]Y#N M#EN*-N6)9>![7?]@IM$#0^0\`6^_R4!Y'#UL']<_7\[_J=_"[>[I^4SI7C"7 M3?U"9Z*?H_V.]0'ZZNO?S>?;[N'\3+_9X]'W[>GL[YC/>+3Y>3K7^__S@URB M=2;+QID^A;-U82\7UN+27GSH.>.>],D]9Y<7BZOIS/K$<3`SN^KR^NSG6;R.:;2D_I];2S=8B4LV,S#9%T3>";P31"8(#1! M9(+8!(D)4A-D)LA-4)B@-$&E@`F%O8L]=?$OQ9[9L]B+J-T+()-A&X$6%L+% M-8%G`M\$@0E"$T0FB$V0F"`U06:"W`2%"4H35`K0`DWSP9<"S>QOQ_3S@T[. M;>B4G=&E$?S.I(L^$`^(#R0`$@*)@,1`$B`ID`Q(#J0`4@*I5*+E@F;8+^6" MV=/D1!]=G''&:8UF'R6C,^F2`<0#X@,)@(1`(B`QD`1("B0#D@,I@)1`*I5H MR:"KEIH,,$#\ MEO`"F'6'@-O0AW(R8_$:=D;B9!$(Q9V-*F0LSI+.2`BE()1U-JK03/_Z>6=$0EI::3:44VCN%`PK*>K)7/Z4")H7B@Z(]%>%X@'Q&^) MFBY.KKH5<0@D`J\8;!(@*7AE8),#*<"K!)M*)5J(6;7=%^.&ZT$62)G(.%J0 MB!)XX_+A2BL1>0^1C_(!HA!1A"A&E"!*$66(M!9G=87]+9^H[6^B,H]VP]B>9`17B%R$7DM= MR*WFTV8+Q#8N$1'JQH-T$ZFK-'MJ7#A2E,\&R>>#Y`N4+P?)5U*>;0PI4='3 MSVI#)?U\S^G=-0';SC/'(D=JMVB1,?",O+E*,4CY`%"**$,6( M$D0IH@Q1CJA`5')DRV%4<32WF^YJR?ZD)X;5B5])3%M7:N.U17H6;'.YQJIY MRJB2!1>1A\CG2)D.`D0AH@A1C"A!E"+*$.6("D0E1W/JJ=VZJ M7.OIN6(%YT>Y^JM^I7FS6UA3R&`0M",D M"M$J0A0C2A"EB#)$.:("4#%::*LGH5A%MR4H9%8&Z9YO]Y@6M M17H>+%BZ=59"R^-:2FI\E`\0A8@B1#&B!%&**$.4(RH0E8@J#>E!9S5G7]#; M6E0+.D)!LHLL:LVB*LMD@V5S*RFO&S%P0%BA?#I*OI#Q;LMI)7X.BXB#Y'/ M$:U8A&,@K&B^[1:?,\N8IT)I)1PCU(JEE:IE7"D3:26T4M3*I)6J9(I\C+8&\$ZXN-J_QE:N+0/)4 M*X[T11LLGJ65R(.'R$?Y`%&(*$(4(TH0I8@R1#FB`E&)J-*0'G2CU!<5"VT: MF&6B0&K0N95$+KTHKD01QI"^>+>.:ZZ-CT.>(BV=NQ1?/LZ61X`B% MXT'"B116IFYSG9NB?#9(/A\D7Z!\.4B^DO+-$W%*6/0.P&KXO@[`-P74#L"1 M'&(K&Y#+T8(6&/*B;ANWVSQI)4<=:`4H'W+$LVTN%B+TB!$E4D1I(V86&I2A M5CY(JT#'$E$EM5C.E"^GI\S89?ATK8>[#S9L-:PX,F9+8P7J2BN1-P^1C_(! MHA!1A"A&E"!*$66(A%(1GB%R$7D<:0ON&&W&AV#/D=<<'.K=W:K438>))M(V8\692B?#9+/!\D7 M*%\.DJ^D/%NZO;-`8`\KJ]><;L3AOD)C2@_\4UFK+*.-.W`K:27&DHO(0^0C M"A"%B")$,:($48HH0Y0C*A"5B"H-Z2/NG7T%%EISQ,$FPDI8R4'H(O(X^GB+ MVI=6(EL!:H722LG\U%B(1])*:,5"ZY(M-/00&%7^9PO3&5;_`LDXK#B:49DD MNZCY'*R+CAY'F54:9!N;$BZW4A;BGD!RA])'%`@D\Q`*)!TC1+%` MC:/>.XQZLON^6#?.L&[DR+C8R`F0+[[`T>MSA(N-SZWXQ49Y?JO1#;!!X2#= MZ&/=6-/5H\7J):5W?#J6>'VE]AHHN58L?*S7T(<<$K8QZ%UNI?6:UE$I5GUN MQ8M5(Q,!:H0<*1J1KF&T(]8T].BPRN8KT6DK(6W9PY'LX2LVF-A4+9&+R./H MX_+0%U9M>6B&.$#=4'C01;K+#7342%CQ9Z2,Y\MB3;<-6?M.?/OJZWY[?-JN MMB\OI]&F_GF@\]#L>'?3X>YE_&\VF]T-?D\OZ5M]W':J7OL9O=3?8_]M[GRC MAO:<8.Y430MJD%?=UL95$,Z&DI5*,'F^A(7PSH;C^UNJ\?T+U[ M:G7?$;H33ZWN.T+WU:G5?4?N*:!]\5Q9U`_IX?R^-E.DZ0ER/+*RJ'_0\ZQX MY-ZB_M%.;F9&K04=Z>MMP95#KV6A5GSET%M6R+,KAUZ:0EY>.54?OZ=.UM?' M@J5#[Q&A3KQTZ+4@Y-G2H;=\D)=+IVKXI/O*]'\\7M=/VVQ]?-H=3J.7[2-- M<-/FZ>IC^R\_VC_.[0.BH^_UF?Z3!TWX]/(__6N6+;T'-;V@->EC79_%'W3B M2??/7N[^`0``__\#`%!+`P04``8`"````"$`UO+V`C\%``":$P``&0```'AL M+W=O]`>#\BHJA$/1GE MGMUDLSF[^\Q@JV2$-L!_^E*P^?Y17HTW4C<% MK;:F/9F:!JER>BRJ\];\YT?X;64:39M5Q^Q**[(U?Y+&_+[[_;?-.ZU?F@LA MK0$1JF9K7MKVYEE6DU](F343>B,5W#G1NLQ:^%F?K>96D^S8.957:S:=NE:9 M%97)(WCU9V+0TZG(B4_SUY)4+0]2DVO6POB;2W%K9+0R_TRX,JM?7F_? M(,1S<2W:GUU0TRAS+SE7M,Z>KY#WASW/TX:>V@F$L_A`<M^61[J3TWK=VF$^C?@KPWH_^-YD+?H[HX_E%4!-2& M.K$*/%/ZPDR3(T/@;"'OL*O`7[5Q)*?L]=K^3=]C4IPO+91[P5QR>H4GP5^C M+-@<@-2SC^[Z7AS;"S.;+)93QYXM3..9-&U8,%_3R%^;EI;_"2,1B@=Q1!"X MBB"SY61I3]?.$H(\<(2[W=/A*I\^62T6YL8[U![7-AL[]CHUHQ#A(= MI"-@0?Z]"+,OBL#LF0AR^'L)!E4T30[20KKX.@AT$.H@TD&L@T0'Z0@H&I->!D0"1$)$(D1B1!)$TC%1U)A_ M40UF#PL&+GVF>!5P(^>1'+U)+P>''+I,]QE M+4>[Y\0!77L=',?6:MX;23^ER3#:I*<0!WE M^`^(^(@$B(2(1(C$B"2(I&.B9+2\GQ'#:D:<.%#_4=GT#:LWDFG[B`2(A(A$ MB,2()(BD8Z(DR1I"?%Y-V/'<7HK\94\A)[L_KIBYFKP@O/=@9\\!$1^1@!-W MO)@=QU%G>M@;2`DT777':'?=S;L/8!8FA3+^GORQ@I)[;+UJ"B M"&M9L"2+83X(3>0>UMFK.D@T$D(B*,1HAD<;(1\C`*)EOU)$V(4232$CR4:'!.,4HDZ1S4YUAB-DA,O M`<,BTC95FS=22O$%&D9UD%9J\;6.T)=6@V,@D`M+^]$BXD]TV5X/+R'Z7(]P MX/A3@1-IQ0//IMKJ3,7]>XN(=52/=-0W(]Z!*3J*IDP]FY?J/#VPSA-F'9S@ MHS.9#KM3%R^EJQ4YD=&CWF MWQWVK@<-#62A\Z4'/<`=;L_EAPK-(UAY<)1BCV#MA>L[/%Y[<-!@>_@2\M3M MCUK\/?M"O'!@_C3WGD`Z?&,/F=WE"P^Z6+"W^A'!!Y-; M=B9_9O6YJ!KC2DX@[[1;KS7_ML)_M*(A>*8M?"J!"L#[/7P#(]#U3%G7<**T ME3_8`_JO:KM?````__\#`%!+`P04``8`"````"$`[EB0]`>!\14&B) M.A$%0=AD,YG=?::Q5-)`&:#;GF\_MZ#X5]=LM%^FY#>G#E6'2Q75R^^?62I] MD*),:+Z2UTV.2GU?R/S_=;R^R5%91?HQ2FI.5_(N4\O?UGW\L;[1X M*R^$5!(XY.5*OE35U5*4,KZ0+"HG]$IR^)\3+;*H@LOBK)37@D3'NE.6*MIT M:BA9E.1RXV`5CWC0TRF)R8[&[QG)J\:D(&E4P?C+2W(M6[]>20Y7RIXVG/6):8IW`G^ ME;*$E0#,//JLVUMRK"XK63R_1J1RJ\9$ MYR;0C-/52U]DNJJ+ULJ`W"=Y=&%)YC=A* MH%K,F%<8+Y.NYJ#R8R;?,/U*ADRAFDJ@'^N%.E\J'U#$,=?86*..%=M6P0J9 MV>Y$X(C`%<%>!)X(?!$<1!"((!P`!1+J8H)DGHJ)Z5E,[03M%O2Y:4(FK:+M MLA.!(P)7!'L1>"+P17`002""<`!&F<`R\50F3`_KTJ!T3.-E'(+--7#+KKZ, ML63;2;J@$'$0<1'9(^(AXB-R0"1`)!R246*S)Q-C>G@QH>G26*A"'G8CTO\O MLD[218:(@XB+R!X1#Q$?D0,B`2+AD(PB@VWD3I%-V%Y279+XS:;UMM8N3TQ> M)];.U.:DV3396K-%9(>(P\D4UH,N>GUFCDO1[57M[?88>1CY&!TP"C`*1V@4 M%&R5SP3%Y..@.!D$A<@.$8<3;5;O!=I4U86,>D&7$4=FMSIZO8CM*.`B+(Y^ M+VA=#L@EZ$7<1=AVPEX`+J/TS'%Z;3DQ/$ZI(?JP+DQ3N,^V$[6#W7&C/ER' MDSX$%Y$]ZN4AC8_(`?4*D"8KFW.FF+19"%34B3:^K3-6%;6./7+U'7/VQZURXZ0&Y!H^XAB-77>T7C5'0 M\$5Y+VB&QT%S,@B:$[C/(&CAO=NA;@XB;D/:5(7I[Y'>0\0?.0C/^H#D`2)P M>&+SY4.8=4^]B:HY%S7?JQDISF1+TK248OJ>LU5?A6KH<',>LV<6["7PV@G< MF5NP=M[AAN4:=[AG6+#F8'U@6+"*8&Z;%KSUF,/Y<*/=X3:<&^O#ES!.6[/@ M>PO[V+H%GQ68;V;6ICY_*IT1'`NOT9G\%17G)"^EE)P@JVF]8Q;-";*YJ.@5 M,H3#(:W@0%C_O,!!G\`6.9W`/G.BM&HOX,9*]Z>#]6\```#__P,`4$L#!!0` M!@`(````(0!*N&PO=V]R:W-H965T$[8E&YV-L;,S,7M-8MHDVR`%TN^?M M)TNJ5*GREYGVWACS*3-5^BNK5"E*M[_]W+^,?E3'TZX^W(V=J^EX5!VV]ATWAP>-B_UH;H;_U6=QK_=__M?MV_U\=OIN:K.(XIP.-V- MG\_GU]5DC]7FH7':OTS=N>_FJ#CT7Z[2IX.]7'S]86N^Z?:U. MYW"G?,>C[??3N=[_KS5RU-F[(*X.,J=FML?=Y=6-,UW.;BC(!4\L?NDRE]J1/C_60HE0&M MM)?;Z'0=2O]\K)4.=Z/ZYX/MG'$[Z9]?:R?E2GME)FDNJSEI,[?)>']SWMS? M'NNW$4TC=*&GUXV:E)R50]%TKNN>[+*?!N%6F7]1]G=CZD3*ZQ/1'_2UR+=.I-..2`!D!!(!"0&D@!)@61`QKO]-$IAH.X-9I=DK4SZ60%$@`)@41`8B`)D!1(!B0' M4@`I^\22E13LR\HSH,*->GS5ZY;,J']Z>LY$#G9&[.8#"8"$0"(@,9`$2`HD M`Y(#*8"4?6*)13?6(;$4ML5J">45Z^`!\8$$0$(@$9`82`(D!9(!R8$40,H^ ML92A!=*0,@K;RK1D1OG82Z.Y2*/.B.7S@01`0B`1D!A(`B0%D@')@11`RCZQ MQ%(E%"Y'KM1*^/R\VWY;UZ2-T]T?E+DMHB;M:ETM+3P@/I``2*C)=9>F44NN M^Q/B;'YC=T_<&7'W)$!2(!F0'$@!I.P32T1:*:.(5)AH#7^O7Y6&@X(J5UM0 M37J"`O&!!$!"37J"MN1ZUJPBW:DC9LRX.]YIV9+%O.N4M+-1*U&*(99,67>< M8^00H^AL=`RQ6"V[XQ3#TED5&"@T535":;YS-/:VNHQZ\B+R$06(0D211@L3 M/F9TTXF8H&/*5L8Q8V0<6]V7-C#SS-6[.@C"A"%&NDJ7\T;$:)8(]?D@[Q462:63ZQ%-5*LHIULV^L6(Y`T2A1I9V;?@935%=;[G+I=U;,3M. M;YHIP)DZ4]LB80O3\E2CRZ$S=N30SER3A78/J07[ M4`^U"WDKNS4RC?$<0+Y&8@R(6U!@K+C30HP5(8H1)8A21!FB'%&!J+20K9U: ME0]IUZ[6+>TTZFL'R%?5CAH6QBK0R,JDF]EG.P5#=(P0Q1K-5>GZX_Z3R8CF M\4:"'BFB3`012[\?F9G;OEBD.FUI0!W#%[UF MU-=46QGDHU6@D9VS2:1L0:S=TV9QV1^0E&23%*)J*XHBTY1BDP M2BFB]-:"MO2J<.A)WRT8VH+"DE@CHZ?GM,C.T;E8[OG&BKLK0!1J1%G"5A$C MLT"*$26,C&/*R#AFB')&QK%@9!Q+"]G:J7IA2+NVCK"TT\BY!%U21!DCOEO3+S/V!)^SA;G8`E')B.-,K\W< M9LNLRH4AF=LRPI)9(W-FSP'D(PH0A8@B1#&B!%&**$.4(RH0E1:RA')%]<1C MN>'V+4@CD6GFUM;<9#UCQ9GF(PH0A1KUQS*B&%&"*$64(HEF49"3K'<\(T5RQD@"C%\A"A&E"!*$66(&V5#=(P0Q8@21"FB#%&.J$!46LB6490S_SCPLB\@W1,=+(&OBZ$;1@48^.G.E,K!P2C)-BG(RM.(XCZ_F< M+?J)VYZ\UYZ2K;HX"S./V!WP3J'C8J'#R)S90^0C"A"%B")&9OC%B!)&IA$I M(^.8("D7$L+60)1?M9/G2+:NSM`D@C>WIO01!8A"C?H% M$".UVKOP"+\S:W_%FUXM3;:TCS[9PJB7,KH<.^O,VMBTX59<<,X6)G;!Z'+L MLC/KVFVJ2;OS1*4%TXS^-96G[AE68(Q,*SU$/J(`48@HTFANPL>($G1,T2I# ME*-C@5:EA6P!1;D%`HJGI6K'D5B@:22R7SQH\HR5R?XV%CDR"M`JY#,:`2-& ME[,H[LRZ+))S-UN8V"FCR[&SSNS][-=*F=A%YT2'WA^U96?6M=N(:7>>*.': MM!*/>]#'WI80T>&6D7/ M%^C(4+NH-J8C@RV;35=J.8?G6<^H!>V<(&2D300KM44`?>@G7#HRU`+ZX8R. M#&E`OP'1D683NSC/VJ6VT0-L/(_G.G1DJ.NCSRO:U(8>T7)%F\&0I\L5;?!" M7BQ7M&D+.6TBHM8.G9GVP]"1ILJV!R?=H?3Z*5ZI&$Q;7[F M/;8O!;5?SGH_W=?Z3._XT,*=WJ*@E[S^;P`` M`/__`P!02P,$%``&``@````A`+`I(QC@!```W1(``!D```!X;"]W;W)K&ULG)A=;Z,X%(;O5]K_@+B?$"`)"4HR:A*^66DUFMV] MIL1)4`%'0)O.OY]CP'SX9*NF-R4\??UBOQQLP_K[>Y9*;Z0H$YIO9'4RE262 MQ_28Y.>-_,]/^]M2ELHJRH]12G.RD7^14OZ^_?./]8T6+^6%D$H"A[SJ MNIJ*4L87DD7EA%Y)#O\YT2*+*C@MSDIY+4ATK!MEJ:)-IPLEBY)<;AS,XC,> M]'1*8G*@\6M&\JHQ*4@:5=#_\I)<2^Z6Q9^QRZ+BY?7Z+:;9%2R>DS2I?M6F MLI3%IG?.:1$]IS#N=W46Q=R[/D'V61(7M*2G:@)V2M-1/.:5LE+`:;L^)C`" M%KM4D--&?E+-4%5E9;NN`_HW(;=R\%LJ+_3F%,DQ3'(":<-]8G?@F=(7)O6. M#$%C!;6VZSOP=R$=R2EZ3:L?].:2Y'RIX';/69.8IG`E^"ME":L!&'KT7A]O MR;&Z;&1]-ID;4UW5YK+T3,K*3EA;68I?RXIF_S6BNNN=B=Z:P+$UT=2)H4Y7 MNO%Y$U#6/8%C:Z).EO/Y;+%\P&31FL"1#^?AT<`S4'<$CE_OR*HU@>.7.P(% MTMX<^/'UKJ@:MX$?CW9&:>JEKK-#5$7;=4%O$CR\T*7R&K&I0#79%=H*:\ND MJSDH_9C)GYA^(T.F4$TET+>ML5BNE31&")P!:! M(P)7!)X(?!$$(@@'0(&$NI@@F8=B8GH6$Q_@CH,^-TW(A"MXDX,(+!'8(G!$ MX(K`$X$O@D`$X0",,H%IXJ%,F![FI0]+I]7`);OZ6@@Y=9(N*$0L1&Q$'$1< M1#Q$?$0"1,(A&24V>S`QIH<'$PY=&OAI:T3Z1Y%UDBXR1"Q$;$0<1%Q$/$1\ M1`)$PB$910;+R+#(^#3$<)T,']&N(3ID/\AJ)=1.)^+-#HA8B-B(.(BXB'B( M^(@$B(1#,@H"EL)[03`\#J(A.B3:!V%,A2`Z41<$(A8B-B(.(BXB'B(^(@$B MX9",@C#&0;0KUH3M+JI+$K_L*(Q;[18L)A\'U))F&\56GSTB!T2LEDQAA>AR MU6?&.%>[5_%@'8QNGV(K;'`!=AN?1Z`7?QD4O0BUH782,2]@)P&:4' M.[YA>GSB87B<4D/T85T8AG"=?2?BG3VT1GVX5DOZ$&Q$'-3*11H/$1^U"I`F M'))1$"J\M=Q+HN;C*#CJ![7G"(+N'AO#$&[F@:OZAA9'PX;:2IC0[5:EZ76Q MJ;JP%76X2V_LN*IO:&%DMXA'+`3AX!8N1M[81+C]/FX08,1>M-G0 MVX[,NEFER:UYAV[>;3)2G,F>I&DIQ?0U9^L!*Y`.-R_ONYD)^PYX($4^-V$9 MOL,7)JQ*F%N&";/P';XT[?H-0/!WER;,7E@?+$V8CS#?K4R8/S"'CP]/VAV^ M8Q\E[G'-A+T\]MGI)FQ9,7^:F4^0.?Q#Z48`WQRNT9G\%17G)"^EE)P@W&F] MIA3-YXGFI*)7"!V^/-`*OC;4/R_P&8G`:CN=P$I]HK3B)^P"W8>I[6\```#_ M_P,`4$L#!!0`!@`(````(0`KQJOJ]`<``,H?```9````>&PO=V]R:W-H965T M=,#A5-] MU]\WS3D8#NO=/C]F]:`\YR>X\UQ6QZR!G]7+L#Y7>?;4-CH>ANYH-!T>L^+4 MYPI!=8U&^?Q<[/*PW+T=\U/#1:K\D#40?[TOSK50.^ZND3MFU>O;^697'L\@ M\5@W3P7T@-G>J_+GN_Z#$VQ=MS^\OVT-^K?(/VKM_UZ]+S^2JGC:%J<< MW(9Q8B/P6):OC+IZ8A`T'I+6<3L"?U6]I_PY>SLT?Y@Z]G/]OI1/#7[N[X['WCN9#9WW$F_]YC735RPQOW>[JUNRN-_ MG.6@%E=Q464,<>+]B:9RH:6'+>&*+?6&5SX>`FT[`5<4&0]FSL@?SP"Y\/`I MMH,KMO.O:C?#=G#%=MY@/IEXTSE[X)5!PU1K@X:K#%J)7(C:QX9PQ8;3JZ)V MY%C#/^*1%_UQQ+BR?[#%?.!XHRG+#1KBD"=7FY1AUF3WMU7YT8.9#@^LSQE; M-YR`:6$ZHH1,4)@G.T9_8/R[/C@#F5<#^GX_G_NWPW?(^!UR%I3CF(RE8+"L M9[*A#40V$-M`8@.I#:QL8&T#&QO8:L`0')(V@3/?LHGQF4VB@PL!*-] M*4E3D[*4%&D402*"Q`1)")(29$60-4$V!-GJB.$8+*7?F M'PM.&E^R3%*D902)"!(3)"%(2I`50=8$V1!DJR.&9;":=5@V8*MYLR]VKXL2 MK''D\L3HK6.BIPM$^`[+UIHE04*"1!SQ9^T*YSG3L;7&Q9(@'I00)"7(BB!K M@FP(LM41PQS8'75SQ!K-8-,$1#03"!(2).*(KR_VGN^9Z1=+DC0"A69R\4LE M1^6QYT],H94D":$U$=I(CBYD+1!;20(APRXH"G2[<*_[-)<8W;01$QY(D>I\0H51R="%K!5U)DA!:$Z&-Y.A"5D1;2;)MA'S0 M;119QV#3+HZ,84_5.FY-I*4DB7A#%%(N1XC`10JYOB44<]+,:Z>L2Q(U(;+I M-;(K3G+'K>R-8^W::Z*ZN49URTDRV+F2-3(6H)J1%2I`51X2)KC5CUZ3!AB!;CH@PO)E:APS''#B0Z99] M-!'+(3S-,2A"+=>3BV&,T,1O,VHVL48I$1&I M04FIRLI4N7'&YGJRIBH;JK(U569CM0:8IK*R6#LEB"G/SBU6(B)DF:?2NRWW MEXHE4U%HJ6Y'`H*AOS#OD045`3N-0&*HS&@?E@@9I9P*Z*+R"EDN*R_>[V\F M5@JLA8H2W@CHHO`662+DJ:]&S_2=E=Z:[U\F,R_5H6`4MB[8F8ZGJ?)P,E+/ MP_&0+-$PQ(9&,G.6DLY46]82W6^?K^-AE9#BP=R5+6HI;*FPA9+FRZEU*=-W3GF.J. MM0-D)JTBP=#L%>PZ:Z.W*L%2-4!!4QD8F1Y4!-]OG<2Y"%-*UI] M,!#2@^>0"MXJ\D+FKUDP10AID<842A#Z*GC8/+J"9[!5WR&D!\\A%;PJA-H! M#!U)4,X3F1A96G\2A+X(WM6K5I4V+6P&+R`M>(14\-9<#A5!!D]E8@HE"'T5 MO%X=0CKR5\B?'JNAG+)'1$!ZIS@+.J4FY=A^]Q5B0V"IGJ&\THJ1I54=XJP!BJ>)84"@4$7?YYRK^9>"85R_Y,C\%.MV=CN-/E?S0) MX%TE?4HT#>`U(<73:0!O_2B^F0;P$H_BT2R`]V043VLY>\C^SZJ4XU;U#_@SI/6K7JHI_B^4_&EYM]A[+!KZLLL*SMX=OYCF< MZ4<#*(V>R[(1/]@#Y%?X^_\!``#__P,`4$L#!!0`!@`(````(0!@^2N'FA<` M`/%U```9````>&PO=V]R:W-H965TOG\Z_Y]_I?]8 MGY^]O-X]?;W[>7C:?SK_S_[E_)^?__N_/OYU>/[]Y<=^_WI&"D\OG\Y_O+[^ MVEQO7PX_-H_47EU<7C MW3Y%X_#MV\/]/C[<__&X?WH=19[W/^]>J?XO/QY^O8C:X_TIL?]X?'7R3QV\//A]?_#*+G9X_WF^+[T^'Y[K>?U.Y_SY9W]Z(]_`_( M/S[#M]>/Y#[Y[.O^V]T?/U]O#W_E^X?O/UXIW2OCB_YX]/I@^0$V_^_?P\Z^' MKZ\_/ITOKCZLKB\7L_GJ_.RW_]%,\;S[,EI?O79'J,S28?DI=/ZQ7 MJ^75^OIX5:_8D7ZRX_5ICM?L2#_9<6$U\<00T\`-_8+T_6X8_S]6L^F[D7_F&1.J?=,^I3Y!WNN/BSGJ^OUT#./ M]*F9=`WS#[GHT5Y((X-;J[WBQ.3.)+OF'WRQV7KJB"=F=R;I-?]@E?F'*4[' M52[&(3U,!?'=Z]WGC\^'O\YH?J68O_RZ,[/U;&.$>1+@\3A-"S0[W1OS+\;^ MTSD9TH!_(?KGY_5Z]?'B3YIG[MEFBS8SUR(2"S/7&-G8!XD/4A]D/LA]4/B@ M]$'E@]H'.Q\T/FA]T/F@]\&M!2XH#U,RJ!O_K608>Y,,">-6@&9G[D5>+,0E M]D'B@]0'F0]R'Q0^*'U0^:#VP=F83*9T`$F`I$`R(#F0`D@)I`)2`]D!:8"T0#H@/9!; MFSC9H3GZ;V7'V-.$1C^FR*_77NRWH]'B6'HFDRD]0!(@*9`,2`ZD`%("J8#4 M0'9`&B`MD`Y(#^36)DYZZ(9HIT=N%08/69#H;9F,:TPS[T=`8B#)2-;JE8)- M!B1G+UJ)37U@.;]TQU\Q&4D52R`5D!K(#D@#I`72,=&&]39Q0DS-L$/,M^D/ M9F'W^N/A_O?M@5HYF^[2QMP-/1.]5@0D!I*,Q`X]V&1`F\)4$Q& M4^B!5$!J(#L@#9`62,=$P]';Q`D]->-HZ/]U^&6'WIB[H6>BUXJ`Q$`2("F0 M#$@^DK6]/EO.O1M3,1E-H6>AJVDE48%T#38[(`UXM6#3`>EM+R?TU`P[]#*Q M&.R&F(D58B`QD`1("B0#DH]D3?W%ZMT+;V*9C*80LY`58I"NP68'I`&O%FPZ M(+WMY828]GRA$!OLAIB)%6(@,9`$2`HD`Y*/Q`OQT@OQ9#2%F(6L$$\V=JZ\ M[4H]&8G0#H0:)MKZ%D@'7KUMXT3=;)U#81^X&W=!>ND(48PH090BRA#EC+SP M>\NG0JTD;*5H60E0*SL#UVXJ:[42K1UJ-6IE:WG9;-5*M#K4Z@4-47538S9G MUHY8)AUS3.$-"4%V:MA*48Q6"2,OPFLW*JE:24LRT=((YVIE1^7&U2K42K1* MU*K4RM):>(NF6JU$:X=:C5K96MXJH%4KT>I0JQ<4R);9T%G9>F]A9$Z*_"PR MTI1%8J4H1I0PH5:F5 MK>7=H6JUDGKM4*M1JR-:K5J)5H=:/:-KY\ZYT&G='89F,PB)I6-G7O#RJBNX M^IV-&TG:_TEUMH(THQ&B&%'"B!)CSKKFES,OCJD:R,4RD;'S.U9I37<$*[_> MW%6(ULU4\1*U*K6RM;SYN58KJ=<.M1JULK6\^;E5*]'J4*MG=.WV89W5W/R: MW23D=Z4[&F]9;3;S_L`=T0W=2ZV8>C-?Q(YD)76/14L[0\)HI2@5I(,M8S2? M3UJY6*EC(4@=2W2LQ$H=:T'JN$/'1JS4L16DCATC?IYC]MJ]6`V.;C+,OM-* MQG3/&_>CY"BQVYIC<,J#&_2E=XN(U$H<8T96A1)&U[0XG1(XO_$2F(K5S3`" MEY>7WL4R-G"R,M;RN'+QGG*)RI7X'*USS59KNVLN+KWI?(?RS4GR[4GR'5O1 M#TE"'Y)_1VO;E6H0:WV)*T.'7M&3N=^,XEF M;STET=S$^#$.[[GMD3TB)XE+?SD3F4=8X_C7)+*6!CMA*RMT*2-.XMSK'!D7 M6S'+4:0X+E*B2(4BM8H<3>+8*JM"#6JU)VEUZ-@SC:[=RN)[RYR M>;=O)W=$7G*]"2DR#P#]Y+*6G=P1S54^9<>U.8'\\[,W@V=<:H4R%Z0:A6H< M24LICGH+K@2I5GV2UDX<5:L1I%JM:@7:UG&IU=-[1DYJE[IL=%-KC@C^3FKY M2$'KMYV-R$NM7F\8\)%:Z;AE+3NU(UK3;N38'9FM%GQ'OH([\FC@)/P4Y8)K MN1;EE3=-E&Q@*5?B<[3.M5C1FG%J66#FAHHWXGA4OA6K96@`=%SJ=)+Q2B-R MNL3<.1NB66A\)/_FRGBP=\^,!&EF(T0QH@11BBA#E#-R]L+XN$6MI!.6B"I$ M-:(=H@91BZ@3I,'I&862X9P&!9+A/7B9XRF1(+U>A"A&E"!*$66(1+T=)3A$J0UKY&M$/4(&H1=8+TBKV@X8KN M-.4=.1=T\LU$J#SK77$%0H7R/:(6H0 MM8@Z07K%7E`@Z,ZIB15T/!VAY=G0^>V@`XK1*D&4(LH0Y8R\H,.T,U:"K#3H M7"]%55A+U\?#%%:KE6CMI%ZJU0C22+2(.D'JV`L*Y,$Y,+'R@`^=`Z],U4K M:4DF6AKA7*WLJ'A;J$*M1*M$K4JM+"W_O*16*]':H5:C5K:6MQYOU4JT.M3J M!06R97;95K9@L>NOK\9=N7WX-&=D9Q%0C%8)(S>+2Z\_IFHE+$5W MR07/;T1+UUNWG5:B7UVJ%6HU9'M%JU$JT.M7I&ISV_F9M#`DCL M:<]O!E]O1P/'$)%8:=YC1`DC?7[CG7FD:B!MST3&SN]X_7>>WXB6]?P&M2JU MLG/BS<^U6DF]=JC5J)6MY"=+!EC&A1*UJY6*E6(4@=2W2LQ$H=:T'J MN$/'1JS4L16DCATC:]G0.U;.6GSA'1G(/6_@;M`9N4&'YS=J)8&*14NKG3!R M#KKP^8U8C<]O%JN9=P_)V,#.BOC0J)M.:T"Y$*NWE$M4KL3GJ'+-5N\\OT'Y MYB3Y]B3YCJWL+A"2?^OH?^$=74R=`H\H!E-XJ.?E*5(K[12L97<*0"D[RO.; MM3<]95SN=`!0*=Y1*5&E8F1%L%85[5EX#HA:#6JU)VEUZ-@S<@;.0A<>[MCV M#CVF-.+AAGF7W7\VNYBK[G@2K%::1M:RTP@H94=.(P[CT.?5B.C72EJW]N^26KP$E:)4BR@2I?,[H>C'- M*@6C*YI:>#F5II:$9Y)S0C\K2\!5SI:#FC?TDS_='0>+/@8.^%QDC0;Z13371` MKKR';Q$[DI4T)T:4B+P&,&6THKO<)`\',IE8F?[]Y^>9U\]RT=6>78C'4=U2 MK$#7C:*WR9(Y=(F;*4%:DXB1%T!O!H_52@*8B)8=+;ZBH@RM:UJS:%+6+Y&B&)!-&M/25ZNO"PF8J6-2Q%EC.A1MND*WK#*T:%` M5+ZEX4;!K&^M*+RWM5Z.ZV'["9(@NS?PJMD=3MXN*69':S@EHF5'9]2ZT4&7 ML=5J/+G\Q\R[D>2H4C"R5,JW5=P(F:6I%:&IG_"2U>XG(_(&@;?RC):3E0R" M&%'"R-HRI8+H9CIUL,`L,LK3>T"![7HN&IJL0M!1V9*M0-:-E;<>G6*%Z\XE MKCL9>>&#.61T='H-:*4HGR'*$16(2@>Y[34KM%#?X.6CW3<8:>"C):!8$)5, M*0[,(>"8BJ/*9XQX#O&.HW-T*!"5;VFX43"K.RL*[\XAXVK0F4-&Y*8>?@5B M.5GIR`&4L)4S&F:P M']8PVE'6:V^JV;+5T4,/M9F"BBA!E"+*$.6("D0EH@I1C6B'J$'4(NH0]8AN M'>0FS"Q:K4XO4]UJ7,S:G5N0CLT(48PH090BRA#EC-R-"WZ^9:SJN-\:GFZ4 MZBB=H4)4(]HA:A"UB#I&]%LYD,;KUD%N'MY;_'O[HM6XTG?RPTBO%XF5 MHAA1@BA%E"'*&;D[GBMO?52HE82F1%0AJA'M$#6(6D0=(R<_$*];L1KBY>;' MVU:\.['A=F/%2),1(8H1)8A21!FBG-&ULWZ%#\&HE>9GK*IUME6QE74H5@O2 M!NT0-8A:1!TCZV[7([IUD)N?-[9!5%__Z$R05CM"%"-*$*6(,D0Y(W<>N_+N MT:V#W#QX&['I?H(;+GI-9TB- M5CM"%"-*$*6(,D0Y(S0`4FT,?]PWF!%&**$.4,W+S<.6=&Q=JI7D8*^'D M842NEO^Z0XU:.ZQ7@ZA%U"'J$=TZR$V-V>:%4L/;/VNWM8(=880H1I0@2A%E MB')&7C@A-6.]R$I3,R(G-9.5+N[QM7&]HFCML%Z-6ME:WJ:Z52O1ZD1+QVDO M2&M_ZR`W6V:3&LH6;U[M;,%^-EH!BA$EC-R@7WO'0:E:2>,RT=+&Y6IE!>K: MVS87:B5:)2,G@6/MW7K!F^2HM6-DW=!@C2A@Y`<2/`ZF5-#H3+6UT+E:T M:M4SE6OO3+50*]$J&3F)'6OO+MP7WJ.*&K5VC)S$GJ+5HE8G6MK&7I`&^M9! M3F+->04F]K27RP=?]]F)(+UVA"@6I)5.&%$PAT/N2_^=N%0-)"<9RN1B14MO MS:_U/N"PLRW42K1*U*K4RM;RSO!KM1*M'6HU:F5K>9N\5JU$JT.M7JS&C!2*VE.+%K:/Q)&M`H3JU20OL2= M,;+>=I8,K(&6R56ZE@+4L<=.C9BI8ZM('7L&%E5[<5*'6\%#8YN M?LR6^F_,M68"\EYL8.3EQ[O11VHED8]%2RN:,+JQNQN^4G*!5N9*6P:TO"R6LE63IK'N!RO>'V2_`[E&T;'Y5NV>C,NG1AH M7/J3E&_9BN)B(FY],MWM3.80PNI,LI6\XG,4:^7%R.LTWGP7J95V&M:R.PTC M'18I.]('`L0Q$Z1MSQG1-UW$JA`K=2S%2J]8"5+'&AUW8J6.C2!U;-&Q$Z15 M[='Q5JR&JKIY\(Y68-+U%E#TUVI@4#/2ND=B1>NV:6PL5]ZM(!8K=4P8F9O$ MY!@8U.,5;\8GSZ%!/1I84UU^DG(A5O:A6F!00XLK<3Q:\5JLCLKOV,J:,QIQ M/"K?LM6;<>G8P(I+?Y*R^2-%)NUT1Q__Q]'^U__GPYNS_\ M\41IG-&G6#]_G#C_Z:/%:O.%'CO1J*ZC8LS;W0 MT[D&M6>8)[V2BDKJ8`F=.5![0CZT8:>X#7]QQ5.C[3==)U1244D=+*&M,5TG MY+-=7FW,2Q78TFAY326ANFV7-U02R@(]3J/KA#H:/9-^:3RUA"GUC> MF`\H8\EV1J-^/&ST9XK9BDI"$:5/QU/=@NVA$O.9=[P.?=:=ZA8JH8^T4]U" M)?1Q<[I.L%=121$LH0^/TW5"/O09<;I.J"2GB2*4ZYP6(:%,5[0$"7'ZHP54 MJU`/J*C$_($!C`O]00&J5:@D66V24*_-:5()9:5;;>@ORN`5^M6F#_&<)HT@ MIXEA&!,74X>@O\/YZ^[[?G?W_/WAZ>7LY_X;K9DOAX\!/H]_LG/\G]?QK]"< M_79XI;_`2_KP\Z7Y:/JWP^%5_HC']L=;/_R\`````__\# M`%!+`P04``8`"````"$`'0C9&/<)``#S+```&0```'AL+W=OMFV._E MIUWQM#^]W/7_^=O_-N_WRLOV]+0]%*?\KO\K+_M_W/_W/[?B?-Q>X,_SRZ!\.^?;I\KI>!C8P^%T M<-SN3WVIX)R[:!3/S_M=[A:[]V-^NDB1O^K22UXZZ+W'%[_O[^ M]FU7'-]`XG%_V%]^5:+]WG'GA"^GXKQ]/,![_[3&VQUI5W\P^>-^=R[*XOER M`W(#V5#^SHO!8@!*][=/>W@#$?;>.7^^ZS]8SL:>]`?WMU6`_K?//\K&_WOE M:_$1G/=/R?Z40[0A3R(#CT7Q79B&3P*!\X!Y^U4&_CSWGO+G[?OA\E?QL<[W M+Z\72'?UO%UQ@"?!O[WC7O0!>/7MS^KZL7^ZO-[U1].;R6PXLJ!YO<>\O/A[ MX=OO[=[+2W'\OS2RQ--KD1&*P!5%K*$2N>(X1D>XDN/X9CZ9C*?S&3S^BB?< MK=H-5_*TNWE.T1.NZ&G?V/.)-9F*-[[RR!DZPA4=)]V>"(.J:BMKC`J-T)\P=A?]>'[,%`*('^N)_/[=O!#QA_.[19/#5Z:&U2QY81CQ&?D8"1-2,A(Q$C,2,)(RDC&2.;)M'B M#+/*;\59V,.D`9(SZ3#I#`I1Y] M?(A((UB-Q!M/%[:1TI#)1EUD8VEDBZGUQST?(DPU[:*:22-L+)1QQA*SP:?R M(2(*P;8,55Q/$:%&CCAR$1EY,X+G*2M*G,^U`H[6B'"*^6:9$Q=WB3B*E8KJ M`2,V+KACRE&FM*JA8;9HH[EH@T.4TLW8?S4_5?9&3F31A;LXU3<06:DTN8BT MG(R'0WUV]I25R@F3#]"J.4TAHGG*F)Y#O-UH8\1%8B5R-26L02G7RI263(G^ MHAN\+1ND9T047WP7X-,50VQI&!,9(17^%2(C_$:87&5%X?E9`K1^1S53E&JZG\F.!3&A=..PEG9"6;/!N:Y>N&#%JF-5'> M74ND\7TK-I5D(E4,YW,C1$NTNEK&*1M*H\N1QY'/4<#1FJ.0HXBCF*.$HY2C MC*.-AO0!)*J]1MQIP1?EL3E0$#4'"B)5K;GDJ)#'D<]10$C)KPDIK9"CB)!R MC`DIQX2CE)!RS#2D!TI49FV!PHI-?04NQ6ZDB)W271%2#7(Y\CCR.0H(*?DU M(24?68<)024HZ9AO1`B?*K$:@O%TE9KD'D:?PM+43J>2M"JJ$N M1QY'/J+K6P.!LJ)&K+E6J*S4I,-V!R)E15HQUTJ4E=)B&P2ILB*M3-/2(R_J MJCKR,#3EEKA:#,TY5-9A6N01-2//D&LQY''D(VKL"P2$U,;`FCN&9*4:$1%2 MCC%W3,A*.::$E&.&J&5_P!)E42.`]62(Y5*SBTID?"(8%=^J$H0]7?E#F_R] MH':DC'IH!4.*D,]1@$@VN_KM8(=*39K;* M559UUKB6CZA1I02(H$I1B60UWYIKA5PKZJ05IZ@1*0%14H;`BA06-PAN0#"\CG@S-" MJ\\*E)@+)YV$4[+"`H5MNV1DT)(UK=)LR9JQN,(\;7Y`(])2-!X:F\@K944I M(.\;<,>&.*7?,$,$%7DA;,V".;%TS M*FY,/UCOJ9=;H94>3G/-4$8438_4E91/Z.H$'*!5O6:8%?F:9)1R2.BJ6PDW*$ M5I^O&4PXZ22-*Q_S\DJ_RPZ'L[8KW$RQ[U=O76!XE MA('AN)!_"#&[,X$[U1`R[L#QPX?JH09?PK'$*EDFM^&X8LL3EB,'3E?P)S^, MG0?8L>,WEF,'3@EP_F"-H$5M386=.&A3VT.6UMQQH:S@:E`4P)U%VQU[""&I M%C7C%5>V!7?:7]Z&.VUO`PL)W&EK&_PVXHA?/GC;8(<>[K0]!S:/X4[;CB)^K9]R=/M^65_*GN'_!DZ^;#:=CC+0ZORCXL\ MHM![+"YP!A66"IC&X'!Q#@=!X*!IO_=<%!?Z`QX\J(\KW_\+``#__P,`4$L# M!!0`!@`(````(0#O(1G>,@T``$5````9````>&PO=V]R:W-H965TKDDS%ZO-Q:VMV]UJQY5@5VW)) MRB3S]@MV`TT2ORS'-Z/X$_@W&R!!@NJ>CW_\>GH<_+79'[:[YT_#T<75<+!Y MOMW=;9^_?1K^Y\_XPV(X.!S7SW?KQ]WSYM/P[\UA^,?G?_[CX\_=_OOA8;,Y M#DCA^?!I^'`\OBPO+P^W#YNG]>%B][)YIF_N=_NG]9'^W'^[/+SL-^N[MM'3 MX^7XZFIV^;3>/@\[A>7^=S1V]_?;VTVXN_WQM'D^=B+[S>/Z2/T_/&Q?#J+V M=/L[/SW[F>ZV7Y[.%*XIZ;)[>Z1KD3_'3QMS1B@6U__:C]_;N^. M#Y^&P>QB.K\*1N/ICR=7L'1VAJ[5W0Y^L,;JZF(RG\\5[;F?&*O0I/;F8 MCZZN@W?TMT"V7@[`P];7G8#MQWPX?JX_OQQ MO_LYH"Q"O3Z\K$U.&BUIB`]XJ/-X[0<_S<%;8_[%V'\:DGMI6!^(_O5Y,;_^ M>/D7S:9;MKE!FY%OL1(+,Z.,;*A!I$&L0:)!JD&F0:Y!H4&I0:5!K4'C@$MR M:N_9\3L]:^R-9\4G-P*LJ\?*C6(A34(-(@UB#1(-4@TR#7(-"@U*#2H-:@T: M!WANI+GQK@%J["D-.P,TF`6^WV[8AB[9C^*9;[+J37K?`HF`Q$`2("F0#$@. MI`!2`JF`U$`:EWA^ID3R+C\;>TH:]-'[<+&X\KUXTQD%YQS=F_2.!A(!B8$D M0%(@&9`<2`&D!%(!J8$T+O$<34GVA*,OS.IX?-C>?K_9M3L&2;C&O/6S^.>& M2;AG3S!;^,W2WDBBD8%0SC;C/M`%D!):56!3`VDZ-=CW*!-[ MVRL@(9"H(U-_H*HM1@S-DH[,:'Q8C\Y5/DI[H]ZC()3W-JZ0VL`4O9$(E2!4 M]3:ND%K"Z]Y(A!H6PA%.8\SU.V_57DT2N\]`*.]MW.M/?:&B-Q*A$H2JWL854CVJ>R,1:E@(XW'] M1CQ4QC'F?CR8./'H2."EA;E*TF%O)%V,.C*=]TD@!NF$;>S%4B`9M,K!I@!2 M0JL*;&H@C=O*2^2F%'/'N>27EOL.%&1O:H4H%$2!=$:PRM$16\VH7XZ52LFQ M:-DK)H)<^?&U2E@I6XV#MF:Z5KJ9B%C=7-!9W<+7_7"M,EXI*E:X$G16N/:% M57\;^;9==_SPF7H(*\I7T]2HJY]H(RG#^4:0[?,*42C(O8U`UZ(16_EAU?O4 M6+3L%1-&8]NOE-'TNHUA<*5BG*%*CBJ%K_)AK)-BB3(5RM2^3*`28N.)^`&B ME?5=`3+V:MXQLNY:C3KDIZZ%6C9#:R7!CAAU^XSV,"`69.431F-:'/O9>6*2 M=9V83=H`3:[4',]0./\MX8*M6/A#,%/+1HG*U6\IU[[R1*VKC:?KA]%456%D4(HH$V?(B%F0;)HPF%J6(,FR8HU6!J,2&%5K5C.;M M@6\[O!JOH>]34[0Y/NV7GJZ8\W(4(WMS*U,+DX?5%%`;OM!:V2G`6JX[03[A MAGP.;>J^%%&&*$=4("H158AJ1F-;;S2>E>].4ZR=HL1%:*YM;6,O- M+2"?<$,:6](P9>3,]`RM1=,U](>VJ=F< MH=TOCUS+N4/8+>_:97;X;OU+5 MMMP?=X*<<8XS$43![-<1/$FW5A*?3)#5RADY MY_0%HA)1A:A&U##J%EG?\ZJ6D\1*FT#P,-9L8F6='B**&+UQKLY6\Z#?""2, MWCA9MU;6PUU7':W<6CG1FJM3@L):B5;)R-F@5-;*U5+E5FVM1*L1K1,SP%1= MYV:`^FV.-HP0'RC<5F+EQ@>L(K9ZXYR=K1R?)HS\#*4/E5)K)7[(4"NW5JY/ MU1Q*%9J,_+TUG+I;*[GI MB)%[[H[RB5C9\*>(,FR8HU6!J,2&%5K5B!JOH9^.5"'9IR,L&,=0OJT0A8)H M]VR3]%PMHA%;^07C7)T\QZ)EW9D(M^ M6*@.EZ)BA2M!9X5K7WBD3O8;^1IK'W-*^JXTQ@6ALW]O)?SS&$2A(/<^\`B> MK?RXPA&\:%DW)8PH'\B42QF]>@2/*CFJ%+[*A_%4K4`ERE0H4_LR4Q7XQA/Q M)Q@Y[%T!,O:J2&!DW;4:=\C/8W`$;ZW$J1&C;DO8'<$+LO()(W-7_20^,(4H1!0)LJ5*+,B-62?O5/PI6SDHPX8Y6A6(2FQ8H57-R#V"]QIZ/@U>J9-; M[D\!0?9^5XS4%%![PM!:]5-`M!QW"K+R":(4488H1U0@*A%5B&I&5$U([QO/ MRG>G*IUE*3<>4AE%D+W?%:)0$$WS/@L$<`3/5BKEZR-XT;)73!"EB#)$.:(" M48FH0E0SXIT"'L%[37QWOU5"JP+"/!FIP\#(.F4E5A:%@OPPJ(UZQ%9OA0&N MF(B\O6***$.4(RH0E8@J1LY:7S-Z[0C>$_&CH,IIR,LZ"EAF!UAF,S+!=T:^ M/H*W5C([(]%R.GBA]R\W;&6BWX=!!6%E;20((:((48PH090BRA#E MB`I$):(*48VH\9`__%65W.=\K(8#K(8%+=HR:7PU4ED[%`,[4"-!;C:"K6', M5IQ61RI9)2+2ZOHW]$H]&F`]*LAV;B6HOR%UX5`,;)L(4J_V%(G7PN^] MJL;Z<%3"R/5D)ZGNOQGHH!K9-A"AFQ+U7E7?B-?`[;[;SSASN.V^XVHXQ MLAU9!8SZSJL+AV)@VT2(8D;<>34>$Z^!WWFU/^\[C_OP`/?A@OK.J_HN%`.W M\R`3LQ5W7OV`F7@:7NFS9Z`?&@S%RC:,$,6, M^,[TA/`:^'>F]J1OWAGN5>GESW;XV0ZN!+EW-M)))A0KVS!B=+ZNC=FJ7P;] MYX\33[>[V^[MTNYENZ?-_MMFM7E\/`QN=S^>R?64+SY_[''W6NO-A%YK-;MZ MQ;\$D^47N@)^0ZOATJP$^$TUGBS-X2I^LQI/ER$=_IWZ9D'?M&^@J1Y08;4T M9=.)-D%`W[0_%Z@V])+NEW93H/@-O;Q[\E[&2WH)#*]P$]`MGN!?R"DG+TP/ M2RS-HQ`H1;_FD5-.73P>CY?Q27?1+TS+M-M)J1NAGY"6YA`=KT._F5";4YVF M7T"6YO<-;$._9U#?3GU#)_RD=NHZ=%Y/:J>^21;+]%0@\\62GI4_@R.OCG5IVBZI!=Z4"N9+>E5%^3Y;$DOLR"O9DMZ M705Y,E_2"Q[(\_F2WM=`7LV7]/H%\/?'L7N9:/!U=Z2WNBGKTHNS]+K^AA[*N[J@/=7];G>4/\P%^O\! MP.?_`P``__\#`%!+`P04``8`"````"$`Y3N?L$,)``#3*0``&0```'AL+W=O M&_`YHZ2'#7X?I&. M1F=FG@EQ`FK`$9!.GW]_=MFU79?E`/W2=#[O6JY:M5U5&_SPQZ_#OO.S.)UW MY?&QZ_0&W4YQW)0ON^/;8_>_?P7?9MW.^;(^OJSWY;%X[/Y=G+M_//W[7P^? MY>G'>5L4EPXI',^/W>WE\K[H]\^;;7%8GWOE>W&D*Z_EZ;"^T)^GM_[Y_52L M7ZI&AWW?'0PF_<-Z=^S6"HO3/1KEZ^MN4WCEYN-0'"^UR*G8KR_4__-V]WYF MMQOW+&:TWK%W] M`?*'W>94GLO72X_D^G5'<'[O?G47N3KK]IX?* MH/_MBL^S]O_.>5M^AJ?=2[8[%N0VS9.8@>>R_"%"XQ>!J'$?6@?5#/QYZKP4 MK^N/_>4_Y6=4[-ZV%YKNL6BR*?=T)_JW<]B)'*"AKW]5GY^[E\OVL3N<],;3 MP=!QQ]W.'_=9`CI6J1D12A3RGBSGK.:##Y#8V)U*!/ MJ3'JS<;CT60VI8Y2U)NG6*!60#P@ M/I!`D@&M(LWTC)VI.3VABN(.1(AB1`FB%%&&*#>081UMQ;IU;)'`ID62:!8! M\8#X0`))!GIRCIV999&*:BQB5!V*JETD9F1JS4VM1$6Q5LI(:66,ALV2G1O( M<(W.(6VN"6RZ)HGF&A`/B`\DJ,F$YE'EE3LP!QHV03S.2`I5A]#:LB9&%[*V MZZ0)8J$4A+*:S-3((MQT41)UKQ40#X@/))#$?#Q=:Q\. M510//P*I6`7I1EH+<:*B6"H%J4P%*2G'&9N3FZLHDC+LI<.M;B\_P@*;-M9D MJ"].H['UY*V:(.ZQ!\27TFH^`DGHH\E/=VX]B&$=Y#K5,?*;:^WK$:C&]Z@F MC:JZ]7!@S6D*VMD]VGFC+0Z^>H^-"1#%0ML,5-R<`D;*NI5$QK0XCO5(>BJ* MY\5'K0!1*)'K-NM:A%$QH@0;IAB5('-A_Q_GZ@&\L`_+,;^Q9`^NY M6HERJ,YFSE,/D2^1D;IU0Y>.+HW-N&_)AI-1M3),K.-\A+JQ1-=U$U/7&E2* MLME=LKDI.U$;O#DYHB:X-CE_E>^TC#3%NRA*[<="(I7**XY2R$/D(PHD&JF& M(:*(&VH'6HQ*$*7<4,EG&)4;R'1+U`*:6\W.)6L$]>@N'8G4K5:(/$0^H@!1 MB"ABI+L"G4@X2O4K190AR@UDNB*._)HK-Y?6ND2@!.7G=.E(I'JU0N0A\A$% MC*SSO?6\AEH8=R-J87$+2UI8VL*R%I:;S#12G.XU(YOTDJ=^W3")=,,`>0X@ M'U'`Z$8QKH4IP^0-!JJ$CK4XM9R.':L,2+0PEDL;IN2RAFDEN=+7/91(]Q"0YP#R$042W2C-510/.6(M_:FM[VAI61M#@EHI:F42Z06Z@0SO M7*N"N?4@5_'F(9.1YBDB#Y&/*&!D/%$":O;PR$W92TEGS&Z*I\K>;O?YG1\44A1 MQ0S3@864C#)F"*MW%<4SY+.\&E:`*)2(/KAAA%$QH@0;IAB5(CQ%M)4WZ8?7.4:IA@"B4B#[$9(^LJBO"%C&B1(FH#K4D M)`PN0ZU<:5D=,CT5!4C+ID6U('@JD?)A):.,Y,,J7D5Q#ODLK[0"1"&B"%&, M*$&4(LH0Y08RC;I5KEB_\8BW$JQRA9$:]`J1Q\A,2BN??(Y26H%$-`2V.93H M1A6/6C%J)7=II:B5H59^2\MTWBI];IX-L"2BMV#$9!AYBM\\JR@VT$/D2T2E M&D<%$EVOMD,9):MX_-4#B^2SA1PE=7#:C(LKODQ2M$PKR6?M?35+\? M5+_D<2A.;\6JV._/G4WY<:15=2B^M&AP_6+2TITLA+5DH'6%7EGZ7FTU%E_2 MJTS5ZT`V=^D5IQ:=Y7!!/WFWZ(](O^W&R]&"?M[%!G047(AS'EZA8]TB:;U" M1S3J55N;I>O0P-L&LG)=NM(V%%IDZ4I;WY8.7:EK6Z;$;5%\O MG^J7\NH_+O7W:9WG\D+OV(FOUCI;>GFRH*_0!SW:K5[+\L)_T(W[S>N83_\` M``#__P,`4$L#!!0`!@`(````(0!4QSW5_Q0``/AI```9````>&PO=V]R:W-H M965T7[R>VCI9525;%$L_4^;"O M/8Z3N":V4K9G,NOM%YH$B&[\M*(U^R9V/@(_FP"ZV=VDY/?_^OOQ^]E?]\\O M#X>G#^>==Y?G9_=/=X?/#T]?/YSOMO%OH_.SE]?;I\^WWP]/]Q_._WW_/EV?_]Z1@I/+Q_.O[V^_AA?7+S M'V]?Z;_/7R]>?CS?WWZNG!Z_7W0O+X<7C[UPOCY%(W#ER\/=_?3P]V? MC_=/K[7(\_WWVU=J_\NWAQ\OHO9X=XK7PY?4=R5W4#<5KOKZX MOB"EC^\_/]`5N+"?/=]_^7#^J3/>#P;G%Q_?5P':/]S_?/%^/WOY=OB9/#]\ M+A^>[BG:E">7@=\/AS^<:?;9(7*^`.^XRL#R^>SS_9?;/[^_K@\_T_N'K]]> M*=W5^>X.W^E,]._9XX.K`;KTV[^KGS\?/K]^^W#>&[X;7%WV.MW!^=GO]R^O M\8/S/3^[^_/E]?#X?[51QYV]$>FR"/UDD4[W7:=_.70:1_QZ[$<_V:_;TY,? M<>RS(_T4Q]&[[FC0&52G/+'9U+CZVO7\_7>CP:`_'%V=?O$45I:A7^3R_X', M4&3H%Y;Y)ZVA'EQ?%/WR_VC-MOEQZT:SSMB=@CL)5VS3;:CWWCGS3\[^PSG%E3K$ M"]&_/HZN^^\O_J)^>,Z:[(F% MN$PMB"R(+4@L2"W(+,@M*"PH+9A9,+=@8<'2@I4%:PLV%FPMV%FP]T"0/1J% M(7N]RZ;WN<-T=_)ZWZ!['6;GAFWH#$T7'88FD\:DR2"0"$@,)`&2`LF`Y$`* M("60&9`YD`60)9`5D#60#9`MD!V0O4^"I-(=&I+J[ICUS1W'6&=/XS']:#(X MNAZ$.;RIC7K'TMR8-&D&$@&)@21`4B`9D!Q(`:0$,@,R![(`L@2R`K(&L@&R M!;(#LO=)D&;*:$N:W[EIU.NWA[L_;@[5)%+NI,Z\RK)DYX9)/45UM\4)D"F0 MB,FP&<'CF@S]TACT>F'])(V1G#X%D@')@11`2B`S(',@"R!+("L@:R`;(%L@ M.R![GP1)I8DH)I56!YS3[>%'-8=J2[!S#1/,Q$LPD"F0B(F7X)H,>]7\JWO9 ML;EMCC>YK&5@DP,IP*L$FQF0.7@MP&8)9`5>:[#9`-F" MUPYL]CX),N@V?+PUD&3*X3!33#K5OD.U<)DPTN1-@40U&:E-S#::O`2\4B`9 MD!Q(`:0$,@,RKXG7PD5-AFZH&<6>LO&2/K5"L@:R`;(%L@.R-XG0?9H M<>YGCU>PVO_,;=>9AUEEXF>5D69L"B2JB1>SN";!?7=T:6Z[C8V$+`62`S5QSV1A)HU=`UD`V0+9`=D#V/@GR3/DYGF@ST%;V M8:8%:5XGC`8D[A6Z63!-U4HB$*%6+.B2IHB-6/?:+-"2QFQ0W[]A;I_*Z;2= M6>-T5#MOS&KMWN65N:\7J%TV3D>U9XV9M+L["HM[+A;:[H6@XS%9-F;#*B;7 M5V8JL6*#>K^X&GK7C<_19F\:,Y$V77*+TKO&YZCTOC&KI6GOM0E(6+INLZ;E M#M.I-W%HI2=E=2-(0SAA9$KTJCD5[Z#56F0E6A%JQ8@209=75>@[G:X9YE.Q MT#9EB')!HC.\-(5?B(7JE(AF@D2GVS=3PKE8J,X"T9)1W^V>_/6Q=V7Z]`I= MUH@VH77RJWM9Q]F;(8Z1QF;"5J9^3-^= MJI76#VC%;-75BDT8];MUG+LF6RD?YRC"B`8NR?)$S#PV9=:C25=S(QOT3'^.Q%-K+19TU>@G@BY'58'T>WUS2TK% M0G4R0:J3"Q*=ZY'IBX58J$XI2'5F@D2G/S+7-1<+U5D(4IVE(-;I]`9FVK02 M"]59"U*=C2#1&5Z;BMN*A>KL!*G.7I#H]`:J$]8+W=1:Z\5Q,YHPTC-/W+:D MLU(T110ABA$EC.BYDU1CBE89HAP="[0J$\4 MY+1&)J?F#C/I-%:2K2FBB!&U2ZQB1`FC(*?<+G7,T#%'QP*M2D0S=)RCU0+1 M$AU7:+5&M$''+5KM$.T#QS"G;L>I+:>\6^7W4]Z<"I:A]D8YZ316DJTIHHA1 MD%,^HV8K8:L@IV"5H5:.C@5:E8AFZ#A'JP6B)3JNT&J-:(..6[3:(=H'CF%. MW3Y46T[K_:F@GS+2H$\Z-3)=U\R8IVHE:8X8!3D%^02M4D09HAQ1@:A$-$,T M1[1`M$2T0K1&M$&T1;1#M`]0F%.WY]26TWHO*L@I(S^G@*:=&H73Y[Y95D=L M%>04M!*VXF5LMV_&^115,D1YJ/);IV=D"O0I$[0K-+FZ+)`M#0J]@V& M%;JL$6U"E=^NS15MT66':!^J=$;:%X,2Z9K-1UEC53R<,POR2H21Z?9FN3!5 MJZ;;HU:,*&%$):*KM=ZE766QE3?@9XCRD[0*="P1S4[2FK.5UPT6B):JY79S M?NMTS!QVQ0;>Y:T1;:Q,UU3P%GUVB/96YO*MLGECX\^]"FB66H+\LFFV]#2O M]&*FV?AC1RHN+1N65ZT8Y1-&ORJ;6LN+:\:.'LI/TBK0L40T.TEKSE9!VKH'[@LI>J5>=)^WFU MC[?"TZ\1;8Q*SXQ=6W39(=H;%>_)3E@S;VP'=G$[4)".$Q-&IF9T)ZE^V*!6 MDM0(M6)$":-?U4S=5+I@D<_8T4/Y25H%.I:(9B=IS=DJJ!F.JH9P>9+6"ANQ M1K0Y26N+CCM$>]6J;Z$Z00CKYXWM0=KSAWL6[`5.V,K4C]EAG:J5)#@2>0UD MC"AAY)5!BBA#E",J$)6(9HCFC((R@$@LT7&%:(UH@VB+:(=H'Z`PIV;'\%1>@8,Z)+D(I(&-&#)9W^M$QKZW9Y%9&) M8_T!'??$*1=T5*N01NBX4XJC:LT$'=6:LU50)-Q4O<:E:E5]\LITE!4?]ZYN M+2[:HHV@HRW:HM9.'%5K+^@MK;"NW"Z@MW+^95WQKJ%&X*;;[%-JE@?>@_3J MAC-1*RF/*:*(D1?SF%&?ANGF21:^DB&.E]?U,ZJ!MPZL&I"*A=9Z=I)T+HXB M/1J8"7PA%BI=GB0]$T>1OK)/H.9BH=(+1D,*^]L!68IC\S#)FVWPS(=3J=)K M=NK1)L;;TALKW;?)WHJ%2N].DMZ+8]-J[PV5L&[=3B?4[6FO]79YE]2O8=@X MG;!5 M*+X4K?KU@-\&,(.N8Q>,<#7JZZBT"57,$F8KI]5Q>R<.JK$7Q"\J-,OHL#+< MKBI4AO,')M6>UNJ846Y/=UC%67>6^SR'C#-*)M1=.2],52U^X:MCG[^1VVD MGJ:((D0QH@11BBA#E",J$)6(9HCFB!:(EHA6B-:(-HBVB':(]@$*DD^?W3N> M?#.<5/;A?K(@K=`)HJD@?:4\8A2\CSRP4X18K:1($D0IH@Q1CJA`5`8HC);; MP(.N;?]Y`+,B/'&P13L7*CUQM]>8';&+V(0,-6NWC??PB52LWNSE>^/S2@FV?B5C1O72*E_J(Z\P\&[WI"WPO*OB!QXV6B8]1GY;!O9& M/Q4KO8@(41OSU7TW09\4469DKH=F`S5'GP)1:66N=2,EC)_;6/#B M]ZME>(_WL.W@NH6N/]-4'E![`>U1N'8Z9VO7@GT&BL=.UG+#VJ-W"*F M&5Y:1@FVXG=M81\CX9-Y6R0IH^/*F5BQ,FQCY*A"PA]F96+R/I]0V-V.C:#,@WO=K*W16:N)H!<*(VFJ'&35"$5C&B!%&**$.4 M(RH0E8AFB.:(%HB6B%:(UH@VB+:(=HCV`0J33Z/0T>3;B;2S-Q-I1MJI)FZ? MVEGIW&_**)PUVT_/1VHEZ8\1)8A21!FB'%$1H#`TK0O,$V?-S6)3KN/&;=^Y MF/AA8N2'J49O3I$CEO&FR#$C;VZ;J%7[%#E5`VE@AC*Y6K5/D0LU()D@>NY1 MY-'",J-*91\6%B,SS)N-KHE:R95,&7D!B1#%C+PB3=`J192A8XY618#"T+@E MC3?@RGR8-N9LWQ+D%8T@ZF+-P#H8FEGKM,T*;FL16\GDMV>?D\0BH^=/!/GG M!^74*'=&9NS/1$:5:_M5$#&Z)(A2HX*!A!;GJ%(PD@EX;Z#WZS!J M9JU63WG#J.&RS>U$VJ@Q"J-FJF"*CA$CCMK0OL48HTN"*`U5Z#L'FVWI*ET9 MNN2(BE"E.]!)>A@TMU+R.O2OU@E]7EEY4UI!6CX306$$-6]<=[66MRB(V+%9 M%.A$O'*)15C/E3#R5-)097AE"CY#E1Q5BE"E.]+M^C""9J75]%!<4='S&E=K MYJY@%H(3M=*[`FOISD;$5O150JZ']KMV#1&S@7?33@2I3&ID!O;!?"8^&O%< MD,H41J;7TUR'P7*+D?^FW'C5XY=;C<(@]B"(C94&L49>H43]&DFYV0^JQGP\ MB"&HI$;%?E`U0Y66(E3Q/Z@:1O!72QXSZ^TW2QX)Q`VC,(*V?B9J)8Y3 M1L>7A9%8O;7@C-D@B&K=RN/*J5&&!6>&RKGXT`F:.0?<\PNQ^M6"LT\CVM'Z MM5-#9U]-#?7L(_MISIM*E<8%NATV;32WFXG::#IJ<7(3%*%5C"A!E"+*$.6( M"D0EHAFB.:(%HB6B%:(UH@VB+:(=HGV`PJ[G%C@R>+D/8M??C/KF]\KT>8WD M#UZ,=#2=B)6B*:*(T?$U:*Q64A$)HA11ABA'5"`J`Q1$R[WG@-$Z;0U:^88K M*D$:I@FBJ2!=ED:,WER6QFK0!(V1MPI+U:I]69JI@)U2D.I.!`436&_A44]@Q4H=(T&^(]QN M8K;BA4+'?C`G$1453@4=%_A0-7@7$14MQ!T5+<,=3MO/;49^$LP*M$F MZ+CNJDS#/25!?E/PJ8U8Z35$B&)&'&&[$DO0(T64A2+V,_(Y>A2(2B.B]_6P M7/UU6%OG-M,Z&IIX8B%]]$:0!F8B*(RH+@6YC%E+'2-V].:G,2.>*^O\OM)( MY$RJD:)&%FK8KT#)4:1`D=*(O+$LHW$IZ/^_NEE7]N:6T[9'/Y]HJCOLT!#18/X;$+VK\2>:CU,TS1%Z,#-V MSP/PR*?^:/R)FH)':&X]=E.ZEB.#SMC=ZMJ.#.A(FQK]?8I/U6S;MHS^;D6K M4G>\;[7OT86TG/E3G_1;&]NGJVASZ%Z//]'3LI:+H"/N+:26(_W+L=MZ;CM" M%TY+^;8C0SK2>I[^%1UI2PK-6<=N?HAJ-"<;NVD7'J%IUMC-I/`(S9S&;G*$ M1VYZW;%[VZ3M"+6Z-3KT3&?LGI^@S[1W/79/*O`(/9D8NX(0>-I!:VQ'Z M\,O8?;0%?>@M=SK2%E%Z49B.M$7TICNB(VVMIC>[QNXM*CQ/U.N,W(1> M1AJ[]XWP"+U?1&IM1VXZU#;Z*@3TH2\RH"-M;9MT+ZG5;6V;=#MTI.T\]$%% M.M*64_HX&AUIZSSTQ8W4@M;S=.@\](5K;:VF\]#M%H_<='IC]T58;4<&Y-/: M2SJ4T_JAC!T@1N.;MOJ(1N.HC<]'8_IF3CSW@D:SMAC'UV/Z;L\6>QH$VG@\ MH#^TTV(?#\=)6TUFPS%]_3/JE\,Q?:4S\L5P3%_3C'P]'&_:^&XXIJ]3)ON+ M)G#TYWA^W'Z]G]T^?WUX>CG[?O^%;AB7U6+[N?[+/?5_7OG[MG\_O-(?XJ$[ M.*W+Z2\LW=-G?"[=EW)_.1Q>Y3_N!,W?;/KX'P$```#__P,`4$L#!!0`!@`( M````(0`AN`/!FP\``-Y)```9````>&PO=V]R:W-H965TAJV'Q>DC/HX/#X?=/CGN?C[O7RZMD]/^:7N!]I\?#Z]G\O:\^XB[Y^WI MCY^O7W;'YU=P\?WP=+C\W3@=#IYWB_+'R_&T_?X$_?[+"[<[\MW\0[E_/NQ. MQ_/QX3("=S=M0W6?YS?S&_#T[>O]`7I@9!^<]@^WPSMOL8DFPYMO7QN!_GO8 M_SH[?P_.C\=?^>EPOSJ\[$%MN$_F#GP_'O\PIN6]05#X1I7.FCOPK]/@?O^P M_?ET^??Q5[$__'B\P.V.3)'=\0EJ@O\/G@]F#$#7MW_=#GVHX7!_>;P=!I-1 M-!T'GA\-!]_WYTMV,&6'@]W/\^7X_+_6R$-7K9,`G<"G=1+ZT73V&2\A>H%/ M\G*U5FA?TW3X1'MO//+"\<2T_$IK)U@./K&<_^D>3]$'?%);1U-O/`^FU^N& M^=6T&3YMFSNYKS1ZC@7A$PM&(W\6>5'3VP_>)P_&45.]^8/J#S_=>8\&C?FC MZW[7BX\V!H9$-/9&2))@2<`JZPO5R(**)!*D$F02Y!(4$I025!+4$JPD6$NP M<0!3#>;`IU0S]K#,.\//G\GAAS9093=&)T+)SJ234I%4D4R17)%"D5*12I%: MD94B:T4V+F&JPCS^E*K&'A8`^.@4FX_'7+-E:Q16RB#5HJC7FC*JFQ1-+&,F;= MBQ5)6N+#7MG=BV@6\7N1=D;D.E,D5Z10I%2D4J169*7(6I%-2^9-K,5$A,CE M,R(:7_L!4*_[GJGGR(Y>IUVVUS1V:!7LC,*0*YVI$KGR6BB;DGF=CL9B$:E4B5IY72F;-?,*Z=:, MMW7CEF"RPHK6)ZO!7%8DX*B;O-%,3-X8C1Q9%4E;X@>-K-Y(WIJLMR+1GURY M+10I144>'!@X_XFA6'VDVEI5LE)D+:J=BXHV[U3$[H[)JOIN3\/Y_2'$;Y"( MPF*R!<))1"5Z5O$5D9:LJ-"IY5>%X-!53M:)"5VNKR@QD8EPK0NN-%HSQ(4RN5&? M4&W.!`5IK"SAV+O1SJH2:Y1HE&J4:90C"B'/>+N_A;6B=I7:5X5(:"?F3*T+ MKJQ[MQ$B+5A;*V@$E]-D28Z<.+O?3,N]-JMB,B-R958HH8+6*D440"[A""@2 MI4P7S!&%[IHW&8M-J+!65GG5KJJ_$6+WK'4C5M:]VWH1%:VME5+>I%".\MV, M;U,KIC`BJUWLM2C@$HA5/4$KN/TD04IH/&L"^\B;AB+BR,C$ELJI.@B*NUNE M]L\"K2:3-F?P1J'0L=2N*T(VHZL)V0:L"%FK-4-\4(,JO=(:+L)Q1+:JV&N1 MD%:(E*`5DQ9]C:=-_X-H+$9#I@OE&A6(PO;LP)O"8YJY\Y]H2:D]5!K5&JTT M6C/$-37Y4-]PQ3S)77<1N9JV2&@J$I;$4P530JCI%P]V%+$L9F1CZ\LU*A"A MJO.1#!M+7:;2J-9HI=&:(::C_T:JV'`^-@G9?L6(N(Z>R$\273!%A+W_XD_$ M4I'I,KE&!7?C>:.Y6*Y+7:C2J-9HI=&:(:ZB2.G>V[;@=$C.?$*NNJV54%<, MMT073!&%?C/QOW@SL0%GNDRN44%N<.)[HXGP4^I"E4:U1BN-U@QQ=45&]JZZ M.E/S$;GJMDBH*WJ8Z((IH?&\75=G,[G79V1BJ\LU*A#1PNJ/)FKTJF97O%`T MDO>VUA6M$+&NJNURS3W[8RL%OQO]"9@-T7X_OL+"`=JT#YDA?55C'9&5)T8K MUL2)/*5.R)R-U\G;L1LLK$B%A3)IX(9A-=,"6$6Z,_#]1Y M!9G8ZO*^ZE3/"[2R-\(7^T6I75>\$!R?B/V]UF56B%CO57/6W+/G'&[Q&R%R MPW>/*LS[0FU`:,/:N3,/FPFU1*NK1Q76AB+M1*-4HTRC7*-"HU*C2J-:HY5& M:XTV#'&531+5$PGZF%PYD2`A._YBC1)$,VN5:I3I@CDBGH'[(AHJK)5,P?PW M4K"&BUA,IV!D99N=(!(-$@%$:JUHK&3:5VZM[-B<^':/:,9F8:U4YTPVXMRF M=S=QS%[^R%UC\U:!62RL&@DAFY6FA#"_]J.)?'28D8EUE",*H(HK M^35:47[MCWR[PK(I:I[=NS)0WQO.!S8BM@!/Y*.*F`K:)B<:I81P1XHB.1P?]`7ZO@AC8K1R;[A&*2'*4*>S M4$SXC$S<7F.C+"K0BGH-T:D=][RC)DB5@]R+;$`H7J4Q&Y_;YXV(]&L)?WO4@4 MZ'`8$>^]C'!B*NCVOO4%.XKM/;K'Y,2'"2\6CDP[RC4J$#FWWRZAO/\BW%0+ MN\@'@BX,M6O+?&R=MT$.6IF[T*U`:D*TGL"&NI_88H12C3*-1*Z]\&SHV6P2?PXE&*2(X+FA.1,32FND2 MN48%=R(CIU*7J#2JN9/0ID)<)9"Z5R7#17B(R%5)O0]CPE:IDD(I6J%*XCPA MTSYRC0KN0SX)T04JC6KNP^YQ3"+8AIE$[RURC3V7CA"33H2&,1G9^9`@*&.R@FY@DT"T=F8 MK%S%T)==K5.THM7-62_:F%1[R0E9+X7P(C.$DHK8ME2$K)=:>'%"+R[:)\-Z M"+CE;"7$%;1I1+MED)5M=8*(C;G6/8ZY+\Y:@@IB]=9+KKT4B#HO=KHU7DK= MEDI[J867P$Y\KF!O9@#;:%]>$.J\@!"73X3S,5G9CB>(S&%,MU6K4\P4K29A MLTU,[>*,@F*#K-_\0WX+[G2.N&["00NW+JF,F@UAQRND'$NSND3@,:%[!INDU5F4&"5N;PRVFI70*: MV9-:*]50$T?WQ(0AQM=.3$B(+P`BAHW)RC8[(>2VL6#M-B$>ZPC@T7WYM5L">;W.% M&`ZZ6B/B#5;Q$5JY6K>([54MHEW&&<:LQ9$;U-G':1X,*Z<8(S#G1$$"%R M&Q?*A](Q6;F-PX+OC(/6BL:!76AX<]T=E@3FXZ#;4VDG7$:(W);WC`.T(C8,6T3@(K!?>8G<+@R+M MU_??/..#G^U0C4;D-CJ4+ZC%5-!M=%OPG8@1"V+$Z#S\:[O1_@A(^XL$S_O3 MCWV\?WHZ#W;'GR^P^,`)WK>O'<9?'_&CQ1V<-,,P$5?@*??"//355^Z"<'$' ML:"^LH0KY@Q57[D+H4S[,R>R'KAB`AU=!F*2A0DX^JY,X$ISZ"Z\P:^IW#6G MT8(OX5=6FF_/2NY#)WMJ6`;0D1Y^!]V`%UUTDY:F%SW\S@N@17U7X!L/T*:^ M2N`)ZL(\']6UP//0A7G:J:_`N?'"G-'V70&QX"Q27X&3T(4Y[-17X'`3O/5= M@7>M%^9-:ET&7H!>F->;]15XH`_]Z;L"3^RA/WU7X-$YE&F29G'+X$$XE.F[ MDD0+^.YT3_V3!7SYMX=/%UF?GV*Z@*_):OO5=`'?<]4_IQ>#D/GO8/,#GA"W2PX)S:W^=I_W%I7^,:?#]>X.=V M8'&$!0E^1VD/WW0?FX=;#\?CA?X!C;KI?IGIV_\!``#__P,`4$L#!!0`!@`( M````(0`V^0'<,@<``'`?```9````>&PO=V]R:W-H965T MNYVBC"_[^)1=DN?N[Z3H_GCY\X^GKRS_*(Y)4G;`X5(\=X]E>;7[_6)W3,YQ MT+ZYY$N^K0N=3?S@8C/OG.+UTJ8.=M_'(#H=TERRR MW><>_J'V1_3G=Y5F2'L@=V??J@N,W3_K0/3B]/^Q1:0,+> MR9/#<_?5L"/#ZO9?GJH`_9LF7X5TW2F.V=DD@VI`GDH&W+/L@4G=/ M$!3NH]).E8$H[^R30_QY*O_*OM9)^GXL(=U5?;OL!#7!W\XY)7T`FA[_JGZ_ MTGUY?.Z.S)YA#L9#J]MY2XK224G1;F?W6939^3^J,4CEPF/$/$QX2G;?Z`T? M+<.J7!I*CEE)^.6U-]8T87KX97JK9PZMR:-!'K>AHBDK"+^\(M'*AF(&!)Z& MAV2`MLWL69/!Z%Z%QI"7A`M>LO$1#1Y&G//OJP"B'OE-<8S)G Q M9EV194MT3A@C.R)_)?KG+DQ$T.\*H#]?I@/KJ?\3>ON.:6988ZB*.5>0?DIL M%SI8ZL#1P4H':QVX.O!TL-&!KX-`!UL=A#J()-"'*(M00U?[5JB)GH2:!VG& M01W[H197KN!%%CI8ZL#1P4H':QVX.O!TL-&!KX-`!UL=A#J()*#$%0;DM^)* M]#"1REU8B^.,2:!&T*AV2`C7VCD&$_4.2X0(FZT148A(I%,E!C#NE". M,5MK],@BJ#RFNX]9!ODVQ%*#R-78,R+%'I$%(DM$'$I,>14S-A_5QJ^$B#=^ MC8Q;AMOKXWW!GG[;;R#-MY;Y!VV\8[N>"N)ANC>2C3!:J(9D1)-B99H M;8&_$"*1:&3D(+*BQ!Q4^XJAUGG62.\BXBD.IMK[-DCN(Q(H!EJKMD@>(A(I M!L-ZY"GA)SM7.?[WIL)*KR:&(RDS#&FIT4;%HE:)W&`O!Z,50RP]#X;VVEGC M(BY&GNZBY0B7\#$*FDVVN$2(4:2;U"\`-5=D/W=C4C3H/@^6LSR.,X[DG%"5 MDA/3TGKF@A4$%?=:8B^'H3M3(U/!W$AVYUI-:VSKMK+U5-N1GC86C+KE?BO; MH+9MF,FW3,7.R,@R-FQE']7V)!CU^D;-,-E92AF^.QKI3E3)/$-U^^?DC`DF M4R7S8PN-1J&J,X^\'.8UK/O:BB%S6*7Y`>49F;C8Q*M-&J*_82HI^C[V"EIY M;;%7B+VBVHND36JR,Y7RQIXUQ).>'JI3\F%8]";"#*:&J\\/L M:R^'V=\;F;3@G54+?E2WE;W'5&S@HQ&*GMIO91O4M@U]9,M44A\)6]E'M3U) M=?W4:J;)1EC*]-T12C?.R@AEJ,[:G)Q$M!BA0E7W`.3E,"]EA%(5C-"&P*U9 M02EP+O;R&&KVVF`O'WL%K;RVV"O$7M$]+S6+9/?]G2RRW7H]Z\T@3-70EK-( MD3J.!]K2;<$**F]8Y.4PE0EC1>PK\.:#JR"_0H5W'_A175ZPT=[C*K.:V>L1 M44U(&VSK\P*-M@%7-3[U%MN'O&"C/?E>1C)CZD]->P#]%$:_/)R3_#V9)Z=3 MT=EEGQ<(X9!L^@6FW^#FQLA>P.0`@P[=,>%.U2G0'0ON5'U#NP-?]%Z'-[QF MY$O?+3ZTX;P9UST;V7`>BOFK:;_>K'AFVG"*APN$$QNVX9C/'VW8)=_@4QLV M53>X,8`F5^M&K7HG-*#M!1!M5A44Z_F-)_ MRNP*&R/XC):5\`6TNCS"E^T$UHB#'O3)0Y:5_!]2@?A6_O(_````__\#`%!+ M`P04``8`"````"$`JMB`8Y,%```B%0``&0```'AL+W=OL."WT M?_[V7J:Z5M5Q<8@OI$@7^H^TTK\M?_]M?B/E>W5.TUH#A:):Z.>ZOKJ&427G M-(^K`;FF!;PYDC*/:_A9GHSJ6J;QH2F47PQK.'2,/,X*G2FXY3,:Y'C,DG1# MDH\\+6HF4J:7N(;V5^?L6K5J>?*,7!Z7[Q_7EX3D5Y!XRRY9_:,1U;4\<8-3 M0EQ MH;^:;F1:NK&<-P;]FZ6WJO>_5IW);5=FAR@K4G`;QHF.P!LA[S0T.%`$A0U4 MVFM&X,]2.Z3'^.-2_T5N?IJ=SC4,MTV+).0"-<%?+<]H#D#7X^_-\Y8=ZO-" M'SD#>S(S)M5!Z4 M'/&2\.0EK=G`FMJF[=#Z'Y2$MTW#X=G6.9C:]MB93IYON,-%X,E%1KW:G^P] MS)FF)?"\TY('79CQ@O!L.]_KPH."IA@U^.=K=4+2\0'O!LMZ6*O!,J;)M$U< MQ\MY26X:3%^HN[K&=#$P72K+A\LQ1/VHBVR$8%6Q5X*MBIP%=!H(*]"D(51#T@>0+3'7DR&HI, MH:]A(>IEBF./Y3ZO>`S4(-+)D4/6(D3X@L@6$0^1'2(^(@$B>T1"1*(^D0P: MWS$(UN]?SBT:#_,0'L*-F2W;L6(QHT>.B1#A&");1#Q$=HCXB`2([!$)$8GZ M1'(,S$$I9=H#NAG4YRQY7Y%F&VL7(QK>&-;V=,4)VR3IRK)&9(/(EA$+EG!A MO&,KJYHG@MK*=HCXB`2([!$)$8GZ1#((]KBO&$3#98,X<<3*M$9D@\B6D69R M?RZMH3F2L](3[X4W7&/8G'":-=X70737`!%E`0S$^U9DCT5"$<1%E)TE$N]! M1')N(CO7IA#%LD.,C&`GZ"7#5.[P6@2U;=UPH2[SMISTL\J:S60ACP599K.5 M*I-]AS3]9S0#25-93_=(,WQ&,Y(TS6X=ESRF'QZ]PT3K,<6RQXPH'BO6K$60 M\)@+]3Q&Q&/$@D59#-]HJ*3:#A7S$0F$$,VT%R7/]B@^1"22%7[A&:1'W[/F M`&;9`U@!V-D1'\%H"=E.1F0[G:&<:6L1).SD0CT[$?$0V2'B(Q(@LD:4\$>RX9/R=*;%^H9;V_76C80[%*%?>KF:7E*U^GE M4FD)^2C``SB%+^<"L]N:O8_?U;L6KL0NG:UQ@:[MPJ+S#'1<.;YC[C@OG,@``&0```'AL+W=OUPR6;6(,<@`S7NOM M5U5W9F=E_HV`N1D\7V?^JLK*KLJJUN'CO_Y]__/H[]WCT]W^X=-Q[\/9\='N MX7;_]>[A^Z?C[28].3\^>GJ^>?AZ\W/_L/MT_)_=T_&_/O_O_WS\O7_\\^G' M;O=\Y!0>GCX=_WA^_C4]/7VZ_;&[OWGZL/^U>W!7ONT?[V^>W?\^?C]]^O6X MN_E:.]W_/.V?G8U/[V_N'HX;A>GC6S3VW[[=W>[B_>U?][N'YT;DGQT?SLMOC_L'V_^ M^.GZ_>_>\.:6M>O_`?G[N]O'_=/^V_,')W?:-!3[?'%Z<>J4/G_\>N=ZX,-^ M]+C[]NGX2V^ZG8R/3S]_K`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`-P*D;NG;\W)W_KO'S]G[\./*7#&1`^V:PV()=8@L2"U(+,@MR"PH+ M2@LJ"V86S"U86+"T8&7!E05K"ZXMV%BP#8`:+#?#OFNPO+VK8X*;K7]N;J5+ MLG$OV=Z18S.`K4D[@D`2("F0#$@.I`!2`JF`S(#,@2R`+(&L@%P!60.Y!K(! ML@V)&E.WW+UK3+V]FVS=GW:\+LXN](A=-D:#0X/:FK2#"B0!D@+)@.1`"B`E MD`K(#,@@?O#UZO./N]L_+_?U5H(7 M16]>CRF/Q2619J/B5[@(2`PD`9(2Z;GRNTV7P7"BTR43*VY`CJA`5"*J$,T0 MS152H7,MQ="YG1A%;K/_51<=76'TKCJ,1((P`HF!)$!2(JX:]!5+_ZPW,!$4 M@S:"#1K):Q=B1"IFI2S%@%4J4)F)$:F8&7TN!DY%Q=85LQC;D:0E!9?3TIOK M>#9DX(J)-IO&XY&.1=0:<2=B(`E)2W#2A@3ARH#DX%6`30FD`J\9V,Q#HD+F M*M4P9!P:CW5HB$B/HH:88)FU-6Z-.%@)"*5$W)\VZOT+,^5GC5%_4&?HN&]> M)P?5XBVJI58=FTJ]`M796U3G6K4O-Y,*O=MFAZ&GK85DJYE$O;D>$B+!D#3$ M#(F9#>/6J!T2$$H;TA^V=7#6D-%%$_\+Z5.]0$MK;7L644!!=1C"A!E!+JNYOP0(*SU7D=X=Z@9^Z`')4+ M]CFH7+(5*0]'-LU1><8^!Y7G;,5M'LA@X0ZNY0CI:?G\41(LG97^,9:/2('/'F_&- MR-%9\2T?(TI87J*2(LH0Y8@*1"6B"M$,T5PA'2B_Z^@*5+,;<9L([N^E/[WS ML9/.181,[,Q=%XL5:R6HE2+*$.6("D0EH@K1#-%<(1TH7\EW!:JI\%6@"(6! M`A3[_9D/IUOIVBEM/#$S>L)6HI4R"AUQL2,T1S+7(BVP@=2[\1"&+Y M6@'E-XEV^B0D<8G82E#,2,5X;,JJA*W$,244EE&$J(X*UDL*,C2H0)%2BPS- ME%7191=%GK)F*#+7(GU9,W20_<[A/4'V]J:4(B3-B?QC!YO(A%20)S+TE,C@ MF+*6NP.YNUG+1E1,F<'*V4#:5#`*=,J6-3I0DU5L(#HS1H'.O&74GF"FU-%V MO0^CW:[\GINH$I)7COQL[*ST@C8QE7HL5ARNA%"0,"FC21!4>D5!.5M)(PI& M8E4BJAB)XXR1.,X5TH'R&X$@+=M`T29"*D(4,W)]/+2@@5;*CB*? M$>+5:V`FP1Q="D2E43%W0H4>,T1S+3*6=4%%TS]YZXIFS77:,9+N1HAB1CJ: M\NK-S6#6E!P]"D2E%CGI091AQS9#E;E6"?;! M.LIFE_3:\M_'W1,CB4R$*&:DHCR1L:=D)GG12MDQ6`FREM%*$-R2307`!J)3 M,`ITRI8U.B<]4R)7;"`Z,T:!SKQECXA*CN&6 M%%'"\M*)E)$L$QFBG)$X%HS$L414,1+'&2-QG"ND`^4W1L'"]&I6TD8J6+!< MN5C'5)H0$3(QE;&J4R<6JW9E1ZV4D/O#5ADA*DKM79NC2($BI8C("CHX,[-U MA5HSU)J_IJ5#;O94KX8<]UK^[6NVO"%2CWI\7MNGF<._?KM/DT2ZL//;)5D= M?`8L-C)BC;AS8Y2@58HH0Y0C*A"5B"I$,T1S1`M$2T0K1%>(UHBN$6T0;172 M(^UW9^^9_&@W)U/1I;])?"T43GZ`8K1*&/D]0UO!PZ/@-##C!,@Z6-[!B@Y6 M=K"J@\TZV+R#+3K8LH.M.MA5!UMWL.L.MNE@6\WT2+LHXTB_[3%VW_N:706A M<-0!Q>PH5@DCM\_I?G*=!A8RX*3MO)CE'79%!RN)!0]RJ\"L^\'W++#@%YQW ML$4'6W:P%;&@$5>!6?=S\W5@P8VX[F";#K;53*>"V8K#\FNG=]RB]QLT$@MDB873FJJA6#$Z8T]9L7"?.<&P*E8Q?39(M-SX# M4],6[?7PI4?GIA\EFXERQ>APHV>M6=/HD5T4YV00Y,7"^-A&+]OK!QN]8C-I M]!6CPXU>MV8<:2D3ZG&])H.@T1OC8QN];:^_U&B5H8,7CC=JKB%3D]QDN/4PNF,9%8B6Y`.=""5D% MJU9*B'/!3#@9>N3&P[2D0(\2485H9G7-+GB.+@OKHN._1(\5HBM$:ZMKUMMK M=-E8%]V4K?+0J?#"`=<`#[@(F50P4V$D5I(*I"5S0,+R@E)"G`H]>]*8H4]N M?B:#ENBR0G2%:&V$^_9PZ1I]-L:G9W)H MJUQT1KC:(MSBM).#YZ9J:)#)"#,(T:"UDHP@+1G^A*S4Y-!844:,LQ]F:%'+AX'QJ!`QQ)1A6@F M\GX,3LP],$>/A7@<:-`2'5>(KA"M1;YID&G1-;ILC(L)ZE9YZ+PPIZ!M7N!I MYZ!!)B_,OC`2*\D+.!--R"I(E111ABA'5"`J$56(9HCFB!:(EHA6B*X0K1%= M(]H@VBJD!]`?#P;'V.T`TK%A<%P]@%/*B)#_TYX_N8_RZQ4G1L<$44KHM3D? M&I&_R;'`5RP158AF(M_<3B9CY^BR,"[F=EJBQPK1%:*UZ$JXX83D&ATW;W+< M*D>=)>;ML#(`E))C<.=GB')$!:(2485HAFB. M:(%HB6B%Z`K1&M$UH@VBK4)J`/U=U76;UUP7^(QD'")"/C^"V]R4&S$Z)HA2 M0NY/?3OUS.V4H4MN7?3T4J!'B:A"-!-=Z1;<3G-T7+S)<8F.*T17B-9ODK]& MQ\V;'+?*46>).2^$QQOFS5Q#/$;Y*A<*Y=[+:[H,MJ2L3'7ZA;L>[!!L_8ZH4&SU%XH5WL6?*2 M+A]N\`IUKUCW8(/7;-4T.'Q_3'-,@<(;[1*\];'VV-+E%QNLD](?-P9E+"2E M>3#K\Z4YV)*TN;!O!KLD*W^2VB:76:\BL9$T;<2=&Z,$K5)$&:(<48&H1%0A MFB&:(UH@6B):(;I"M$9TC6B#:*N0'FE_?'5HI.T:1<==LHA<#L,3L#K9(D0Q MHH21>M_-^,)LL-/`C!,@ZV!Y!RLTTSWWYV30\[>]#\5]_-,>Y#*2!3="%"-* M&+W\/I3`0@+0M"!X\IT'9O7J>6:7K2*P<$(Z&N9$ZM4['D^JA@WRS\SD]KXP M:W@D5MR7F)!:A^C42Z*9DE70XPP=<[0J%-*=?N&X98C'+8RD01$C5<9?F`DM M9BMQ3`BIJ;ACD6T:XCMDJ[#-HI61%?38:&6KDB`JM(3>DZK'? M8G3TN,9Z1\M(&AXQTCVV.UJV$L<$44J(>CRT74:/'%&A18+O8=%]#C=H,LHC MW(ZU>?(1LY4X)HA20IS;1B1#CQQ1H46"]^+I/H<%;=#GMF[EQ>AR M1$B:'C'2?39/[6.V$L<$44J(^AQ,O_4$DZ%'CJ@P(E(PZ3Z'I5W09ZS@1EC! M,=)]-E-NS%9AGT$K)2OJ\P6,,WCDJ%MHD5ZPO]&=#JNZH--8L+E"HJ[AI.T1 M(]UI"6\]1C%;B6."*"7$`VTBEZ%'CJC0(B_=SV'I%G09*[01(6EYQ$AW6=8( MZC(X)NPH6BDA[C*,,XCD*%*(B%21X2FB'NVP@'.+9_,5J_+=,&;S,L*ZCI%T M(V(4A@3.W&*V$L>$4'".E!)RFV]?Q)D%,4.-'#4*K2'3CHZ$:VW7\NVQ6;X; MI,KTR9DI6Z-1:\4S8TPH+-,9R>?;4D+CYBV[8YSAJ$42MQQ5"J-R(56`[K4O MF*1,>W7\J;X*RC?WP34?(!,-N=/J_(_$2J)!6M*/A*S4^#=6_O"EW1.%V4RS M/FCEJ%40>E%+16:LR[G7(E.;ZSPA9"(C`]%$1JS:R+!6$!E&P<='4V;N@]'^ MWL!,80/1R1D%.@4SUGDI5\;=Q5Z-3<^;^L_TW-R\$3DZ*^DY%8[2XH3E@SL$ M4<9(''-&XE@HI$>[NZ0;8TG'2%XI8N1NS#9'W??AZQ/LF*W$,4&4$J(EX*0W MDNFJ277TR1$55B;XJ+/N=W=9-\:RCI$T/V*D^VU6K9BMQ#%!E!+B?MMOT>0S M]O;UNBF]NK`GSI=D=?"1C]A(%!OQ\)$/6J6(,D0YH@)1B:A"-$,T1[1`M$2T M0G2%:(WH&M$&T58A/=*^VGS/G$'5:3AG0,$:C0'%C-3S'?A<=1*8<0*D'2SK M8'D'*SI8V<$JS52()F'UW,X@;WLV5/OJ@I*13`H1HIC1BP^"DL"BC10Q=U+` M*`O,NA\$Y8$%>Q4H5`9F)&1FI2JP<$(ZAF&]W<;PP%=J4_$I!R:1O MJI2(K()]:-=*]H)ZIY_."#42Z M9'18NFK-2'H@`=$#$&X*W`!PA3C!70$A$VA3_T3L*$V.$26$^!1(;R-2=,@0 MY5K#M*-`AQ)1I35>*"XTP3+C9J$TA3.9`,2(K%2;2"L/4 M(!/WSKV- M^ZU$B!_M;?0]:V;YB!VEZS&APS5[PE;T+BUXYPH*9^QRL&;/V8J$[;I4H'#) M+@>%*[9JA,-5J0E]\V.1S<^8W>\>O^^BW<^?3T>W^[\>W-[%%1F?/[:8?J6R M/YY^<4GEEG]SQ7W/TM1_XP]>^3(<3+^X?0E><>\1F_IW*^&5+^/SZ1?7?+SB M-AE37^[B%?<+FE\Z6^9^6;,^MH,6NP9WZ%RZ1G6V:>CTZZRQ0D/7BRZA<6_J M#PZQJ9?CL;O2W;V)N](5+%=@3WT5BVJNEISZ:A&ON.)PZLL_O.*JO:FOY_"* M>XO2-'7O'<(K[CU'4_^N(KQR.73]<>^\Z;@R.I_ZQPM=5R[]5[?K2M]=Z4H.]S8V%X/. MT1ZX5KNOD^A0&[C7:4Z.;>8,W.LT^UZX,G!7NM+PG/YKZ M[Z##MKFOPW)W05?R[47#?QH(^ MT<4T[N*7O?[4__I`AT=OX*YTQ<9]L[&[TOWZSL=]&V.'6G_HKG3%,QU-W>\S MH4J/_;/[:5ZW+W5'INXWEW?NA[/. M_$]'?=OOG_E_7(-.VU]Q_OQ?`0```/__`P!02P,$%``&``@````A`*O+2<2@ M`P``X`L``!D```!X;"]W;W)K&ULC%9=;YLP%'V? MM/]@\=X02$(^E*1J5W6KM$G3M(]G!YS$*F!D.TW[[W>O#0R#T?J2A)/K_M:Y.2%2<5%N0NBR30@K$Q%QLO3+OCU\_%F%1"E:9G17)1L%[PQ%=SN M/W[87H5\5F?&-`&&4NV"L];5)@Q5>F8%51-1L1+^.0I94`V/\A2J2C*:F45% M'L;3:1(6E)>!9=C(]W"(XY&G[$&DEX*5VI)(EE,-^M695ZIA*]+WT!54/E^J MFU04%5`<>,[UFR$-2)%NGDZED/20P[Y?HSE-&V[S,*`O>"J%$D<]`;K0"AWN M>1VN0V#:;S,..\"R$\F.N^`NVMS'21#NMZ9`OSF[JLYOHL[B^EGR["LO&50; MS@E/X"#$,X8^90C!XG"P^M&E1?&GCJJY+$MJZ7XKQ95`>T!*55%LMF@30PE3!.\0W070IR!* M`?JR7RX6V_`%BI'6,?R8A"G;KKASEL4#=F)`>[L M[&R$,_%R(NIR6F1NNKM[5$OO>D3=]34"1];1M/37$F^[88V=HK18;V#?$#K4>::Q5>]R+H"VKIMN09RZI=,1U1BQWM46B,XM(TW M()%S0\"EV:6P*A.XW-HC-A&]4M;&<$6.W$&1WQD&[M&.>2-RS6%%QJL)7+Y- M(YJ0'EUM%5?ER,T6^;UBX!YM[1^GCY+9R`FY%FK5#GT366C81[%K$K/Y9-XY M(!/@:FP@=^MSO\88HCQ=9.`>+4;Z>CUV[>([(!/2HZO=Y*K\][)S&C5V[=14 MTL`]VN9=T^_UV+6+5^70.F859'!5CKP%0%FWGN+L8;Z<^/M_8I!E,(E-H M:W(40C(3M;+[_"P``__\#`%!+`P04``8`"````"$`*PG%+TL%``!V$P`` M&0```'AL+W=O=?8EA./RP:>J7!1>?ONH M+]8[:KL*-RO;G4QM"S4E/E3-:67_^)X\S6VKZXOF4%QP@U;V3]39W]:__[:\ MX?:U.R/46\#0="O[W/?7V'&Z\HSJHIO@*VI@Y(C;NNCAMCTYW;5%Q8%.JB^. M-YU&3EU4CD;3H4O2P_NY<73O!5I=?H:N+]O7M M^E3B^@H4+]6EZG]24MNJRS@_-;@M7BZ@^\,-BE)PTQN#OJ[*%G?XV$^`SF$+ M-34OG(4#3.OEH0(%Q.U6BXXK^]F-PG?62.NB?"MVZT7^K.^-;VE:'/ZH& M@;Z\&=?)P%+NA2X MH.N`Z_]?QX*3P/7!=3@L0C2RNZ(OULL6WRS8+A""[EJ0S>?&0,M#RL,B@PRY M5A+K9V*^LD$$1*\#]'T]G\V7SCMD3G`7@<2'4AU(-.!?`0H^F"_ M/!)28@X;=!12/]0"MN$V\$09]TC3+$VD:`/9&TAB(*F!9`:2CQ%%>O"8=&(. MB0\7*2L(5%T;9N/_2KHTD=(-9&\@B8&D!I(92#Y&%.E0X,RH3TB1Z\]5^;K! MM-Z*?4RLJ7*QY`U'6#DGFW)K(#L#V3,D&!<$;S%379A((_&PU$`R`\G'B*(4 MJO`#2HFUJI0C(Z4&LC.0/4.B&2UZWM3U-9%R7(KD'#-9.3)I0PHG<&AU(Y?C MP*%(GBF211`)JDIC2`AO=IG0?JAE]%8:B97N.-'@D3U#?'@C2")OL=`D,Z,H MHB[12D9J<&9?XU<*YGO-BRL"2"6A@R366T=M"54TZF4$U M;[\_SP#6^"C>8)":`7JDMJZT&C*`S0V[P=-QKIV',H`$?)K#)? M@L(J8&]!WW"0L:!,3/DE,?F2)\L..'$PO&!9"K'/=/8Q5Z/VA+;H_,@=.&9^\.OB&G$/=P+X9/ MECO/]F-HZ$W\.8B?P0?FP":(H0TV\7T80]-X!X_B)+J#9U$,'9=IOYG%T"/= MP>TI+I3V3 MS7A?IN./TS\]_YZV=/'UO2R,-U(W.:V6ICT:FP:I,GK,J_/2_/XM^C(SC:9- MJV-:T(HLS9^D,;^N_OQC<:?U:W,AI#5`H6J6YJ5MKX%E-=F%E&DSHE=2P9,3 MKRL)SQV+?*-*],KA#4G]&@IU.>D2W-;B6I6BY2DR)M M8?S-);\VO5J9?4:N3.O7V_5+1LLK2!SR(F]_=J*F469!6[-+5!:+8XY9,!L-VIR6IIK.]C;8]-:+3J# M?N3DW@S^-YH+O>_J_/A77A%P&^:)S<"!TE<6FAP9@LX6ZAUU,_!/;1S)*;T5 M[;_T'I/\?&EANCW6):,%O`G^&F7.:@!23]^[]IX?V\O2=)S1Q/&F,]OQ3.-` MFC;*66?3R&Y-2\O_>)0MM+B**U2@[56FSZO`^[JQ0"M4[-',\R;^;/KYH?A" M!%HAXHZ\Z=A])AU8!=U`H/W_`YD+$6B?'8C%)ZF;W&W:IJM%3>\&K!B8A>:: MLO5G!U`^AIA6,35RHJ'>,A:^9O%+$]*`&6R`OJUF4W=AO4'E9")F@V-L->*E MCV#5PV2W.@AU$.E@IX-8!XD.]@-@0?[2!.=)$U@\,Z$?_J8'#U<<+>,^HN^R MU4&H@T@'.QW$.DATL!\`)6-85D]-.XM?FO!73KOKCM44-R(&7BF#?#7D189( M&Q`)$8D0V2$2(Y(@LA\2Q8W)DVZP>%@PT,A,9].)FNN&![F_LT.&2#L0"1&) M$-DA$B.2(+(?$L4.V!H_*(X1VS+;2YZ];BBD;*90S;HD%#VX\2^;S7V'-B M^TQ#<63ZD2/>HQR$)?T)P<)5%P09N"#(\!AQ76T!;5&WD!,/1BK7G3.?J^LN M$D&SSCU[HCW>(=7X,ZJ)JCK5#K0]?^PXR#Q($9?3P#QM+;%PU3Q!!N8)`HUT MP74]U84MZA9RXCQJ).+$F_,ZTRIDAQ1BI)`H"NY,'<-^J*!4%'S`#$WI*X=A M-7E!!LDCLD4D%&0J5T.$R`[UBE%,@LA^V$O)B'TZ#5,2WU&/1:+-OYMJC M0;(]`B,'4ZT=JML^ZM$Q%,B'4*7T46PK?UO9>E'OL'#<=_FM<-)'<6%G MK*U!=D]A,SU<+OS>P3]-2U*?R0LIBL;(Z*V"#%B)2LKO.Z$7P+8.>Y7._2#J M]C"-QWX`FQZ.AWO3NENV6OR&W:<^B-\X`7Q589V-&\`'!N;K2;"&?/&#S22` M(QBX)=\,UZAK>B9_I_4YKQJC("?(?=P54&PO=V]R:W-H965T^]IQE%C5MN6RE$[WV\\""1`$?CBQ;]KIC\`2 MM0!"7*3$#__^Z_'AZ,_-RWZ[>_IX/#LY.S[:/-WMOFZ?OG\\_M__)/^Z/#[: M'VZ?OMX^[)XV'X__WNR/__WIG__X\'/W\L?^?K,Y'$F$I_W'X_O#X?GZ]'1_ M=[]YO-V?[)XW3[+EV^[E\?8@__OR_73__+*Y_=IW>GPXG9^=G9\^WFZ?CH<( MUR]OB;'[]FU[MXEV=S\>-T^'(_B[#WI\]'AWG7]_VKW[XZO3J52)\^?-W*.U!I/WK9?/MX_'EVW:V6QZ>?/O0)^K_M MYN=^\N^C_?WN9_JR_5IMGS:2;1DG-0)?=KL_5-/\JR+I?(K>23\"WIRMWN05Y+_'CUNU1R0MW[[5__WY_;KX?[C\4+H MRV9_2+:JS_'1W8_]8??X_\/&F0XQ=)[KS@O9/=WY_&1U<;:8S5>_[+C4'>6O M[C@_.YE?KF:K\]_TE+C]_LK?][WDN>XH?W7'BY/E?'5Q^;M]O=`=Y:_N.%N^ MZ4W*L=3OJOQ]WZY>Z8[R]WV[.I-Y,HRFFC!ZQ-ZVL[-Q(L@_WK>[,S,-U#_> MN<,RA\*'TH?*A]J'QH?6AFX"35SEJWY57U5X^87XYA74;>@R- M%K]*_=AD3#TDAB20%))!9DYOA6["1UD(0O% M)*$7WO$]-AH3"HDA"22%9)`<4D!*2`6I(0VDA713<1(J=VU9A44DQ*2"DI(^6D@E22*E)-:D@MJ7/(S;`J,B;K M0S^=5X*O36956GNS69,[G2_/_-0/':6533THMK%,JX24DC)23BI():DBU:2& MU)(ZA]S4JSK$3_UL=:*N%!SNMW=_W.QD)9[9BGFH6^2LUZ3F1EVC4(,Q7`M3 M!?":%)%B4J)I+@>C_0"X]`KNU+8R.Y&11F7A4BD\R/ MR\I0H#@9UC3-,"B:@6)2HNE*/EHF&?9*[]2VLAG6X2_&D<]MJVFLA7O,%;:5 MB55JFME8%:DF-:26U#GD)EV5(*&D#Z6)DW1-TZ2#(E7^N9,_)B6&U(Y-LNY= M:DHGS4RJ,F-V-W)#7C2O#"HFS4RTTIB-5FFZM%23&G9LV:ISR$V\*E4FB=>7 MYEY?9X;21@*:?;]15Q;=5*])$2DF)9J\=<8[N.\9VQE=CM2%VEE3.4&B:%8D^R7H<2072Y24F;(=LP-V8X%J31D M.U:&;,>:U!BR'5M#MF/GD)MA53"%,CP44DZ&-=F76LOJJ7.G+ES/SV;>T:#)[LIZ-I`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`[DS67OIM3:MK)S>>QH*&:KA)22,E).*D@EJ2+5I(;4DCJ'W.2_ M4@XN60YJFM1^:U)$BDD)*25EI)Q4D$I21:I)#:DE=0ZYZ505VN3ZQ5OF\E#4 M3>^2+,L!C4YZ_+0:D(16\6DA)22,E).*D@EJ2+5I(;4DCJ'W'2&JL'?K,LL M!I<#.>ORY9E_Q\^V,A,W(L6DA)22,E).*D@EJ2+5I(;4DCJ'W.2_4@PN60QJ MFDS<-2DBQ:2$E)(R4DXJ2"6I(M6DAM22.H?<=(:JO]_<\5NR^-/D36;_CI]M M92?S$&LR1C%;):24E)%R4D$J216I)C6DEM0YY&;_E>)OR>+/T/3*1L"B@,4! M2P*6!BP+6!ZP(F!EP*J`U0%K`M8&K'/-R>XJ5`O^9F[W?=QB4),WM_T;@+;5 M.+=),2DAI:2,E),*4DFJ2#6I(;6DSB$W^Z\4@^H7J=Y%?DW3$VA21(I)"2DE M9:2<5)!*4D6J20VI)74.N>GTBD%S]6+%BD^3

E\?\4G#Q[$TC#6O/PL#^ZV_UXDEM.YW/Y3O+( MPQ,?;U9S>>1C?RL;6Q:R9:'NI&#+TCPFTM^R/+]69^^!/LL+V=+_H@]]+F5+ M_U`S;+F2+5>A:*LSV8/^69-^GY5ZA&7_4TA_RU+ZR-7+T+Y)'[D0%]HBV9&K M1*$MDAVYX!':(MF1:CRT925;^GM3_KXMI,\PD-@B?>369"#:0G(MM\U"6R37 M1UY)D9HB[R./+(AL&4NN98O08>V2*Z',VQ_#^:2 M:_D>:JB/Y%J^4AG8HJ9!R.5%@N,I+Q%\!7F!8'P9EN"HR*"$QD1^$'FM?O/( M/5W/KF1+L,_\[%K]("S09SZ3+:'\KN=SV1(Z9N3ILI]#?J.&*O`:-S(A@NW5 M=`BT_[R\_BR+(G=6?JI^K7Z(SBWRP_-K];-R;I&?D5^K'XESB_PH7/8WM.5F M=BZ)#`VB_-!8MH2&41[7(=%";U,>,R%['7JC\M`(V>O0%GE*@O0)Y4">>"!] M0EODZ07R3D-;Y/$$LF_]EM/QB)#']#[??M_4MR_?MT_[HX?--_EH.>OO%[\, M3_0=_N!,/^<.`F8:HQ,W]EXX7XS8 MV5@E?WNCJ*?R)'%/`N^>9+4.KC?A*HK_2T*\H"Z1.VKI8:_5!<%P0$C34C=J MT2Z&`C(''AV:89A2$&4`?3QLP_6>/$(M6&]SZVW@.=A$@P4!]B$$Z%T(X5`7 MPA7+Q;SUP)@O7N9;+?(Y-,/P'.3,)7N;9&3S-ZF)9#!9D.Q0J-/8?Q[#&XUM M_A$#>K80PZ%=C*$N/0+#.<'DFZX1ZW:C/Q1VZ>XV0UC(7[ M/"7JD7'7MN%V69Q;>O-1<^B4TR-S<>G$OQ.7A&FP'N0Y@RE5CTSEI:_D^>OM M;X7DNN0?>%T;Q-2Y M`&48N%NO_;[P!ZM:4`ZK0%FX_MW/"M8ZAXL1!F!<*&5?#A"8#'\4AS\```#_ M_P,`4$L#!!0`!@`(````(0#IL5WK3@,``$(*```9````>&PO=V]R:W-H965T M)1EE.IJV4BM559=G!TRP M!C"RGSV=V_YAEZ85)Q4>PQ\0*,6!&)F!?G/?[] MZ^ENC9'2M(AI)@JVQV],X?O#QP^[JY#/*F5,(V`HU!ZG6I=;WU=1RG*J/%&R M`KXD0N94PZL\^ZJ4C,;5HCSSPR!8^CGE!;8,6_D>#I$D/&*/(KKDK-"61+*, M:M"O4EZJABV/WD.74_E\*>\BD9=`<>(9UV\5*49YM/UZ+H2DIPSB?B5S&C7< MU1%$HDV@,ZWPH=QKSQ-SXP'78QAPA,VI%DR1X?R?8A#+!_V%4)^L/9 M576>D4K%];/D\3=>,,@VU,E4X"3$LS']&AL(%ON#U4]5!7Y(%+.$7C+]4UR_ M,'Y.-91[899$(@-/<$4Y-ST`H=/7ZG[EL4[W>+;PR#Q8A@N,3DSI)VZ68A1= ME!;Y7VM#:B;+$=8<<&\XEMYB%*XY%J>MA)<470'.!2E=2T&MF& MD,#(@$>#[C%T*8A2@+X;`V<&UM2&OA`WOK`O2.N#"H<6%R M97P^6*#+%X[SS4;Y#`I9[<@92K8V\X[-UA,BW?EK M.@1V[T'L%AH1ZD+^YN@/;'M296:?6)8I%(E+8?99V&-;M/U3.(:F,?OX?'L$E_#!;[_`P5[2,_M.Y9D7"F4L M`<[`;`-(VG\`^Z)%"=KA?!<:SO3J,85_-0:G70!!HD0(W;P8!^W?W^$?```` M__\#`%!+`P04``8`"````"$`=>$=?@L'``#W'```&0```'AL+W=OCE_PZV/[``]_?+^\.I37EY7Y]]?PR\(TFC:['K)S=2U6YH^B,?]X_/VWA_>J?FU.1=$:H'!M M5N:I;6_>>-SDI^*2-:/J5ESAS+&J+UD+/^N7<7.KB^S0-;J>%7^=NEN+94I"[.60OWWYS*6\/5+OE'Y"Y9_?IV^Y)7EQM( M/)?GLOW1B9K&)?>2EVM59\]GZ/=W:YKE7+O[@>0O95Y7375L1R`WIC>*^[P< M+\>@]/AP**$'Q':C+HXK\\GR]M;"'#\^=`;]4Q;OC?2_T9RJ]Z@N#[OR6H#; M,$YD!)ZKZI6$)@>"H/$8M0Z[$?BS-@[%,7L[MW]5[W%1OIQ:&&Z7-,FK,UP) M_AJ7DN0`=#W[WAW?RT-[6IG.;.3.)XYENZ;Q7#1M6)*VII&_-6UU^9<&64R* MBCA,!(Z_+C)E(G#D(M9HX;K3V6+^\5N!R*X_<.0JH[DU63I$XTX79JP='%F[ M^L@MFZO`/TSE%X;+XJE#_OGLS8QI+G=SP,_:[/&AKMX-6%@@6YM;1I8IRR/" M+/O90/;S`:9E3L*?2/S*!/\ATQN@WQXAY1[&WV""Y2QFC6,L-6+#(\@D([*^ M#@(=A#J(=!#K(-%!JH.M#G8ZV$M@#);UOL%0?LHW$D]\XSU>`1O MXNL@T$&H@T@'L0X2':0ZV.I@IX.]!!23()^02Z&:L&8Q M<(4^X69JR*8/Z8U")$`D1"1")$8D021%9(O(#I&]3!3+8$E'EL%N]-/Y2.)A M[L*A]VL^=Z43-RK`/XA>+D%#1^LTUL1.J8]E3FK^L*!LKJUQT2KOK!B.0'(CXB`24SN]L&[8GE M:"G0G^<]B)A&UX-NXXO[&+*5@H:V"23]>:Z1RAI*UI,'$KR5"Q>^5C?9!1*N MNL"(Y`(C<)`R7;M%'S4+*'%AO/IF]G*IN<."%IU[UD(['2'5^".JB:KJ:JHI M/6W;:.I`98C,L\'JH?PAL:ISC$C.,0+7ZRUPIEJ"^*A90(D][>N$D!)W26W2 M78R01(PD$E7"F:H#D98KDBH[1YU<6KQG`D.<.1:HUV4SZ/$@T# MAKI1X<4G3BL6-9MVACD+K:"(L'#\(>%$%;:7VF"F7`7GED6*R$_,S"Y>\Y'6 MH>RYM-NI>)1PR,4A1*G>:;,'D:TF8/1^(> M-QRI2:(]:/@\2C0,.)(;#B0)O0G;H;-*VWHB+B)T8X[NZB8LBNE.-=V4GQY( M$5(02F[]_W,8K2"UPF^N3NTU>:(#L^]6?B*&;S$^1@%&(4811C%&"48I1EN, M=ACM%:0F("D/L:4_7[UH.0F.P6I!I(Z$QD(K[S8KLCJB<$MDCRRZ+.<(=E,A'S>4$0% M&(4,S>C\Q:57)`*$C_1BKAC?1$0-5U^I".`R6X8DF9V(8C+:O-^+`)!1/28U M+?)8VF*UHLUB-;#HQ)HCX=B&(0BN<*H*VQ-->,M5A/".H[O">TW8%6FD#@2H#`X$ MX5HQPY"XE0V\X.\V*B5C7>V9VA=1(F.15LBB8-+QJ(@AYKJMC6:,6R08I:J( M_J2VQ2UV&)$O&:2C[$YFHH?43/J5@KZAO13U2[$ISN?&R*NW*\QDF[P[ZS'_ M/.)X3Z`*?=7.P.X/7TZ<@3/P2>6IJT%0"V@P$+^V/7C'-W`%N,"@_A1N:;#! MU(.W-E@(=D>X\O`9UR.K.6X#J[='%FA\!A9D4!LZ`RNC1]8]W`8R$,X,V1BX M'KS,P2UBUX-W,Y@',P]>@F`>SSQXIX%Y,/?"^0"/YQX\_4/\N!\E^!IURUZ* M?5:_E-?&.!='2(I)5]'4],,5_='2)WWCN6KA.Q1,/GBO#Q\8"WC!-2';][&J M6OZ#7*#_9/GX'P```/__`P!02P,$%``&``@````A`,M:G!61"0``\2L``!D` M``!X;"]W;W)K&ULE)I;<^)($H7?-V+_`\'[`!(W MF;`]T4;W6VQL[.69QK)--"`'X';/OY\LJ4I5E4>VZ7D8W)\RCTJG4J5*T.V? MOP[[P<_J=-[5Q[NA,YH,!]5Q6S_NCL]WP__^)_S#&P[.E\WQ<;.OC]7=\*_J M//SS_I__N'VO3S_.+U5U&9#"\7PW?+E<7E?C\7G[4ATVYU']6AWIR%-].FPN M],_3\_C\>JHVCTW283]V)Y/%^+#9'8>MPNITC4;]]+3;5GZ]?3M4QTLKSTKM?ZZ3(BN7$[4+SFF_'-F)3N;Q]W=`7"]L&I>KH; M?G-6I;L8CN]O&X/^MZO>S\;?@_-+_1Z==H_Y[EB1VS1/8@:^U_4/$9H\"D3) M8\@.FQGXUVGP6#UMWO:7?]?O<;5[?KG0=,]%RK;>TYGH_X/#3M0`7?KF5_/Y MOGN\O-P-IXO1?#F9.NY\./A>G2_A3N0.!]NW\Z4^_+\- MC/:31+HWFC/2ITSTNHO\),VAR6LM%K,H[;MNJ$XW._2'3)U?=VI?A_0_4V#/K]NQ&KAK(2:+$(Y.5U9 MTMVQ%>'?1/S=D.RE@CL3_7GON>[M^"?5^5;&/&",8T>L582H=2'K=D;2??5;1HIX8:2RX$$![2SS=:TB5(K/03" M#EEW(9US0`(@(9`(2`PD`9("R8#D0`H@I4DL$^FV!1/I0?+A/2SBZ7ZGC\XQ MS^6VMD'3SVSM0CI;@01`0B`1D!A(`B0%D@')@11`2I-8MI*#IJUJ!12X<4]= M]4-+IC0_AI\S5H-=D$KS@01`0B`1D!A(`B0%D@')@11`2I-89BULL^1S9"2> M\Y>7W?;'0TW>.-V-+<)M$R5I]S_BF;`&XK=D9C]]YK;101>DC`Z!1$!B(`F0 M%$@&)`=2`"E-8IE(VYV^BA/8-DL2PRP@OB2T@]5E.9VQ)W&@HSJ[)%IVCZ9( M!VDISV6K;*RCE%0"4JD.,J66]AQF.DI)Y2!5Z"!3RK.E2AU%4I;;5$:FVU^5 MK`BW9T$28Q:`^"VADA5;)7?BL&4VZ(ZK"PU!(^IB^C7B[KC22$`C[6+Z-;+N MN-+(0:/H8OHURNXX=_K&=EJMI`+;CDIB.`K$E\2J:\^]L:<]T%'J@D)$$:(8 M48(H190ARA$5B$H+614JVA*S1)5Q#;>=DVA*WL"1;=@M%?=!+9=!&W!5'4^B#Z2[@9[`J=LR&L9);\F M:%LGJ:6O(I!1RM,Y>T2&J!(ABFT59\E4$DQ)$66V"C7Q=DWFF%(@*FV5F:.? M/;;?HL_H\[OM/RR_6V3Y?:.GL6E+UX[,T][ZB`*)I-VNQU1"3(D0Q;;*DLU\ M@ADIHLP6F?'ZR3&E0%3:*G-//YYMMT5'TN=VVZE8;LOFQ5R>;M@:LG9DGNDV MH$!&2;>=);@-*1$*Q[;*7-=3,_$)9J2(,EO$7`4:E1Q3"D2EK3(SQF*[+1J5 M/K?;!L9R6_8TIMO>E*VL:\IHGK^FW8`"&27MGHQXHQC*`-?MUK((4;6/^Q[56.$@6BDJOJDK)G0'0_?3/0=D6DHE=SV2C9,\"_T!%- MNM@!F3,`*)!1>@:83"@#K!EH90P4(7/;F.4G=(B"A"%"-*$*6(,D0YH@)1:2';4[J934^[S9S@ M;#D=(-^1R&IEL$4WPK1[,M5HTHTPHP6`+MT(4VJ)8EHM5<@:F^?JG4#S MA,N,,*66*Z;5"H68&ML`E$88J=GFBR[I=PI:=E5F04MD3@H@WVF1[MC9:AOH M`'7%H42TB"D4Z2C9+#.96`>HG`1E4AW5+Y/I`"63HTRAH_IE2AU`,I;Q[@<] M:,/MJE=(V[!&Y"O$:H&WG$:8NK*PAT4]+.YA20]+>UC6P_(>5O2PTF:VC1]T M@BYV@A)9G8G'VH&URM->^WUYV,JK1-6[+A?L+@Q5A):.KI*.993:3=TBH&,DG;/H)5'E0A1;*NX_*F98$J* M*/M")<>4`E%IJ\R-+Z#M\A:=7Y_=LB,TGJ-NBVR[V2*RED'&(]%'%$@D[9[. M=2W(ZH9^-$*5V%9Q^98GP90446:K./!%%:84B$I;96H4D&VWZ(KZ[&Z[);.1 M$>_GX!>#O)F749;?4DM7?""CI-^3$?].()0!=(^JAVZ$*.8R;%%*,"5%E'$5 MXTN]]NL3S"D0E5QFJHO(MOR#WE'L0]CV72*KPKTIN\JU2M3^^H@"B3ZQO#V_ M93F@F,NPP23RN*&2(LJX"EH.9RY01KP5)RS3UZ2_=FDM;]]Y:U\T.E2GYVI= M[??GP;9^.]*O$Z[X%:'#[>^=N,])O7#YF03V/M':JSI#,W71?/<#PRJWG7B!V)Z$C<>X0Z M0#*K+X>Z.3I/WQ%_L:(?M_%2_.6*?FA&'BU7]*LQ\G2YHI^`D1=T@7W8G)YZUE>6E+]K9]_\>O_6[PLSJ>MO7A8>A# MZK"IG[>'UX?AO_\57-T.!Z?S^O"\WM6'ZF'X9W4:_O'X][_=?]3'[Z>WJCH/ M2.%P>AB^G<_O\]'HM'FK]NO3=?U>'6C/2WW7R.W7 MQ^\_WJ\V]?Z=))ZVN^WYST9T.-AOYO'KH3ZNGW9TWK^[T=V(E![OG[=T!L+VP;%Z>1A^<^:E.QF.'N\;@_ZSK3Y. MQN_!Z:W^"(_;YVQ[J,AM&B,1M`Z:$?C'S?5T-O8<=SH< M/%6G<[`5;8>#S8_3N=[_MPURI%0KXDH1VDH19Z)%/FGHR8:T_?^//I$BM/W: MT>D$FW.GK3KZ1;V^D>UH*]O=7-].IY.;VQE)?7*Z,]F0ME_K*4W+IJ>T_5)/ M[V0[VG8][0;WDXXZE'!M6HC,DT-^V9`Z74;1CR]UUE%I)'[(EK/KF3.^\_Z' MKX[*(_'CB]U5V>/H]/$N.ZA*'YI7ZJ"?Y\&HG7O-G%VMS^O'^V/],:"%D)PZ MO:_%LNK,A9JB/Q]OO=G]Z"<%?'" M6>7)0@%MM.3_-1QM`1NJ2]84YV(9V50'P@`9`02`0D!I(`28%D0'(@!9#2)):M MM.2`K6+^MRLSSGL13VL$;3H/;[U;V\5%&^1]9G07TAD-Q`<2``F!1$!B(`F0 M%$@&)`=2`"E-8AE-GII&JW54X,9/Y<-"DO9.22R*2R`K(#Z0`$@()`(2`TF` MI$`R25RZJS#2XLY.BUQ'J9,M$)46LBRDFYT^"P6V+91$7(IU=R9CNSM+':6Z MLT+D(PH0A8@B1#&B!%&**$.4(RH0E1:RS*2AZC-38-M,29B9_$JNHSHS$?F( M`D0AH@A1C"A!E"+*$.6("D2EA2PS1HK<<7B,T`BEY9R M8V%@=WU+U9+"U`FM%--#ZRLTIBS7:E-VTQ8884HM5$RK10HQ-7;7$AMA2BU1 M3*NE"C$U=MG.C#"EEBNFU0J%F!I;4$LCC-3LP1-5AC%XZGY#E&5\D%HTI>M$ MYZKG,%>7LB%%J8ZOE);NN*_0K(L*$(4*Z8:10KIAC"A12#=,%=(-,T2Y0KIA MH9!N6%K(ME.4'(:=S5QP)V(N=,[*JL1'T(N',%KYR7#8!VA%`60,;3>>LC`RQU,BQ6#C3T$042R<%C0QMB M@PA1;&LP+Q-LD"+*;(TK=C(YMB@0E;:(UK"]%_52G_>RCC*];Y&]2KDL#9=. M%Z57*:FE!\V7490@*BI`%"**$,6($D0IH@Q1CJA`5%K(ME-43(:=?:N4+*I, M9R72;BR=%K&L9F:O9)1AH]_7L&>5:N5EHKMW["H9HG!TD7`LHZ2P,V,7L02% MTXN$,UOXRO'8[,Q1N;A(N;25S17;'EI1WQE#VZU2LNXSQ],L!9MW)DNG16P\ M]:24;U:@H2\;&D,<2"0]9K>F(3:($,6V!JQ2T(\4-3*M8=RVC%DJY=BP0%1J M+7'9U&-K#8'[FT*ZX78A+9&U6-U.]06H'14=I9:AE=+2<]%'%"`*$46(8D0) MHA11ABA'5"`J+63;*6I5(Z-[%BM7EK-&L%LU1N;A(N;25S87;'MK?5/`N M5O`*F>/91K'QY(L5-O01!1+)P6,Y$6*#"%'\J4:"#5)$F=;X;+'"A@6B4FLU M[]2[YRKV$+#B75TO7"S2)?*H#.SJO]LIRYFECM*+5:M%#17R,2I`%"**$,6( M$D0IH@Q1CJA`5%K(MI.5T^UB-;VF:NYWKT'IPRE>:4O$G&:7T*6.4K:N$/F( M`D0AH@A1C"A!E"+*$.6("D3BJ[*F#&Y2IW6Z_4JL_>)D7QU?JV6UVYT&F_K' M@=*2WAL^WG>X_3QMX4[4]VE\CS.9BR<69"#LF=&>IN;G>]SQ?$F7*VQ#G\%] MW[#WZ$]+O[2R=7R]W28F2%:7HP>90N(>>N@X%X\4<0\]0J0S[-NS<#RRL;\''O6@;P\]<:,>].VAIV?4@[X] M]"2,>M"W)YO.Z3TP]GEQ,Z=7FCU\-J>WZOJL_J'NCKJ/71__`@``__\#`%!+`P04``8` M"````"$`V7*A#PD-``#<0@``&0```'AL+W=O3_7IW&+<* MB^,0C?KY>;?9NO7F^WY[.++K[FUW_KL1'8_VFT7T3QO@G0_W;;CY/R_Z/3:_T1 M''=/Z>ZPI6A3GE@&OM;U-V8:/3%$SA/P]IL,E,?1T_9Y_?WM_)_Z(]SN7E[/ ME.XY<]G4;U02_7>TW[$V0+>^_MG\?NR>SJ\/8^?Z:GXS=2Q[/AY]W9[._H[Y MCD>;[Z=SO?]_:V1QJ5;$X2+T*T3F5]9L>OT;&C.N0;]Z9D+_PSUONPQ?'^N/ M$0UY%+[3^YH-H-:""?-^R9MKUU-IP-@P\R_,_F%,C87ZX(GHC\?;F^G]Y`=U M_0VW6:*-I5NLA`7K_DS6-8%G`M\$@0E"$T0FB$V0F"`U06:"W`2%"4H35`J8 M4-B[V-N_&7MFSV(OHK840";#-@(M+(2+:P+/!+X)`A.$)HA,$)L@,4%J@LP$ MN0D*$Y0FJ!2@!9JZ^F\UL2-1EBD&>XB;F( MU9*3=L'&1NP5$!>(!\0'$K1D1E-CEU]G>J/WI+`S$A6*0"CN;%2A6UTHZ8R$ M4`I"66=S02COC(10`4)E9Z,*W>DUJCHC$M)R0Q%1<\-GYBNVG#N_[C;?EC4% MS.HF9F:NYZPE,YK4960M8ZY>=4;B/EP@'A"_)7S]SII#P&W4A8%C&=TT[(Q$ M81$(Q9V-6FMC6DLZ(R&4@E#6V:A"CA[]O#,20@4(E9V-*F1,!U5G1$):&BG\ M:AI%%V-83U=+9K2>5M(UU^N[ZHQ$?5T@'A"_)6JZ.&DV?,T*+`02@5<,-@F0 M%+PRL,F!%.!5@DVE$BW$U.CZ0LRP'F).E%&L)7/:?BA!-^9QMS,20?>`^"`= M``F!1$!B(`F0%$@&)`=2`"F!5"K10DRMLB_$#.LAYD0),1"W)4;0C2'?ZXQ$ MT'T0"H"$0"(@,9`$2`HD`Y(#*8"40"J5:"%FF^&^&#=<#[)`2I01N8@\CAS* ML]+>C4G21\>@S]&^,^:RD%O-ILW&T#:&_PAUXT&ZB=15JCTU)H44Y;-!\OD@ M^0+ERT'RE91GVV4E*GKZV2X1=^*?SO?L!,3H>P*IS:*U,OJ:D3>7.Y*5Z&P> M(A_E`T0AH@A1C"A!E"+*$.6("D0E1_:LN\>*HYG=-%=+MB<],6Q7^3N):7>A MM&,1P5Q:+=*S8)M+,6DE'%U$'B*?(W5^1Q0BBA#%B!)$*:(,48ZH0%1R-*,= M8SDQ M+B(/D2]*E'TT0!0BBA#%B!)$*:(,48ZH0%1R-).UKS2D)X-M.Y5DB*4OV\N; M0>=(ZJZXE9X'RUR:22O19SQ$OBA1R@>(0D01HAA1@BA%E"'*$16(2D25AO2@ ML_UD7]#;?28YBD`M:;QH\B"CLD+D=[?[Z@LXWDVK0.5*##LAE3PI8%Y%6'D?ZTLV6XV"3 M!Q\=@SY'&%]#;L67;L:*,$+9>)!LHLL:HVB*LMD@V5S*RCG#,1>$!=[4?[DL[WJ6K2.9+I7+%G+7J&740>(A]1@"A$%"&*$26(4D09 MHAQ1@:A$5&E(CS#;CO9%F&]3U0BK.]>F*ZPL0"XB#Y&/*.#H%Z>4TDH,@A%J MQ=)*;;M&CTNDE=!*42N35A>TS*-.:27RX*-\@"A$%"&* M$26(4D09HAQ1@:A$5&E(#[JQ9^^"CGMSFR,UZ(!)!P(H65H=M!UH!EAARQ+-M/N2,T"-& ME$@1I8Z86:A0AEKY(*T"'4M$E=1B.5-N3D^9<>^W2./(12$UE:V6, MEL8*U.6.9"7RYB'R43Y`%"**$,6($D0IH@Q1CJA`5')$R1#W6'$D#JOEV*4G MAAT<_,8BW.8'#;*@)4=Z%N"P6EJ)&KJ(/$0^1]H:#DX[0K2*$,6($D0IH@Q1 MCJA`5'+TB\-J8=4>5L^4A9>>+.,$`7J1<5IMX\D"1T:RC'.6E;22R6JUM%X$ MR!_-YMF55B(/'B*?(ZV'0(DA6D6(8D0)HA11ABA'5"`J$54:TH-N MG!ET0<>S`9LCV117B%R.]#S`:;6T$GGP42M`%"**$,6($D0IH@Q1CJA`5"*J M-*0%W?ED/]]P?3\OD!)T1"XBCR-]P0VGU>@8]#GB@IM;?7):C;+Q(-E$REY: ME*%\-D@^'R1?H'PY2+Z2\FSI]LD"P3'.%?B<([Y/P1?^&X>F50/(LTT<4""1+#`62CA&B6*#&46\=VLY3N5_<83HG2^S*A*S<&14?!RMJB:H=+@M+%;L#T:W@1M->C* M7<\5FF`7;/I$'YHN%VPRQ"LTS9!/7Y5ITB"?OBOTE(=JT!<6>NY`5_K*H;-1 MNM)_IW.ZTHR51@SH1(BN-%,/7+FA*[TIMB@Z]$@1[Y0>N2["WBOT`'7!'H^B M#ST.7;"'G7B%'FY2R^B[LK2G5+>^7-.K952WOAC0RTYTI2\&]`8`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`UPBXU]D(#^P([:]\7F0X,Z^,7I#=^ M3@(HXKV)-3:CM0J2K[)!0K$@>H88:W/+@WRO\RT8&PFT0ZK)9U13337TA_ID M[/NJVNIBA^G>OBUM8UBW39">;9QHM@6NJW>\5D'*-B04([+EQ`^X1[KD#H4G MB*2:@&^DYKX?K[D!,_?(#89U-P3IN<&)X89Q7EFK(.4&$HH1V7(BW3`O);B+U_V2J&>80(9CQE2M[U'*,JP5 M"^2'JK1L)1IV.12Z9F;NL$PBV]QE4HFX3##TC"G=:S*Z;>Q4V%M;_VD;/T7" MUBZ'NF0G:99Y?=LXTFTS#DAKT0Z"I-0&2\4"^5`<>H7/K%1\^]Y;?)OG5HR3UB:S(Y=)8.7VMV#$@A)=4F%]C M5YX;L30")]`3#YYT'AE/X.K[Y#]HL617XD?.'XUCF`G>\`G$93J!WP:0=$"[J@. MX&9^S4[DUZP^%55C7<@1C'>[8E#S2SS_TM(K3`C;Q3\```#__P,`4$L#!!0`!@`(````(0!9N\Q%DP(``&\& M```9````>&PO=V]R:W-H965T'6/`6FPCV]GL_GW'F%!8J+HO!!]FSIRY>+*_?985 M>N+&"JU2'$40?Z;2EJ>V63["UTDIK'S_&"LBMW%Y MBH_Q[FZ+R6'?U.>7X!?;>T>VU)>/1F1?A.)0;&B3;\!)ZT=O^CGS$#B3D?=# MTX!O!F4\I^?*?=>73UP4I8-N+[T+TQ5$@B>2PH\`9$Z?F]^+R%P);YLHV2SC MY2I98G3BUCT([XP1.UNGY>_6JN4*+$G+`K\MRWP5+=>S>?Q_$A(4-9G<4TZ,O"*8#0MJ:^EF+=PE4D'GPZ-$4PYB"*`OHTV$SG^_)$Q2#M39WP0:>G4W< M61!@[T*`WHD0'O4A?+5\S+L`]/F2:;[Y))]'4PS/3LY8'G`%9--/=;]5Z MX(_\0*_7$8S7=3"\P9"J18;REM/R_-X;#YM'AYP!&:M%]%>=_SYD M:I'^5&WFKQL2+GBX%I*;@G_@5641TV<%!?"WHD.[O7),?/%>XXO=L=DWI/L` M:Z"F!?]*32&4117/@7(6K:&K)FR,<'"Z!N6P"[2#^]^\EK#8.=R,&62(&PO=V]R:W-H965T]/KP_+__[G\T_#T(F_,M8TPO+_O=^,NT^SB.IZL=Y#P> MME>:_^5M_W[QHQUWMPQWW)Z_?KS_M)N.[S3$E_UA?_V#!UTNCKO-KZ^GZ;S] M/^]I!2;LB_/X M\K!\4IM/2G7+U>,]1^CW_?C]DOQ]<7F;OO_]O'_^Y_XT4K@I428%7Z;IJW'] M]=F8J/-JUOLSI^!?Y\7S^++].%S_/7W_Q[A_?;M2OEO393<=2(G^7!SW9A/0 MVK<_'I::%/;/U[>'9=W=M7U5*]TN%U_&R_7SWO1=+G8?E^MT_)]U4JQNQ^(Y M_+*];A_OS]/W!666O"_O6[-/U(8&=N)NA#`="LO.>#\9]X/W\_'K=1C;M.+8 MSH)CM_+8IN)E6W4=TVM:<6QGP;$+L5[#V'XK&BN/F4:V#[.S^;1.-^1346E( M%N!%V(PS]R9,:12&D"M:8#(LY[2IUG=="#M[9`JF$YDP.$-8&BH8`K/(9PJ. MT292JYP)%6*M0`5$-X3&\@A`U7'GV?BKFZ$UXR3K""J62&H-2+$GA0<2H*I" M>!!43D#7W$6DJ)KG>].;(#HJEB.,#E(;YAU0C=MSZ.(D77BLURW[$^$-,G-J ME3-A>`I560GGKH\1>R!AWH0*A=*FR2O9F78-'9WN4<%X9`K.A`J%`J<-CI'A,'%' M:;H]AB[N0[N'N//#,G4JR<@@ZP!RR(`WX1XJU#AM$(VSY_ADYQ:[9`$RO;)M M-'2%;6KN4(E$"%!@-X4L;D47(.MU2X!DEG5@.0;(F3!`A0*JD5V[@?HU[-$Y MQ]PK"Y#6L8(@!0+']5"#Q!QE[4RP277<8"B!*(<70YL%XWY(`N MA5*JV8P[R)L@!XDRS+XV/&:;5`'$[)$I2!#KN+]0P=`:%7Q\:F/F8=/XQ&)F MX^.\;HF/#'$]A]B;,#Y1&6=O<(RSYSW:JO3N61N/+#[.A/NG4$9K9)@5L%"S M1Z;@"$>%0GVK$5];B-H6%C%'F7N1*DH4:EV-*(Q/F.TX"\XTT._E=DRV-\'X M=:'BT25EMF%5I=-DLTLF87KER:X+%:]!HNU^:NIP['-[-KZC'9<0JR'D@(:: M+P'/!7;))!SI*%$H2HV`-7XZ8(],0<(ZN=KC(@2L=5VE>[5Q$"=W>&_"110J M1X-<>^C8S#./T*GD!F&AE`9G MZ`J%NT&00W`"OC$X0Q<#[()CO6X(3HLX>QDV8W"\*0V.K@OUM*4UYL=.=G=D METS"]"(32A0J76N0C"=;F+DQ\[!I@.+)8@/$G6^Z7+<"S/E*YF=@A$W#'=DJ$;@IE MM94Y9C,/FR8\[DN7\)O/Z%;@&DY0=LC6X6"'C=L4:G>+9'.@L':S1Z;@N,=( M%6I')T/-YBQ2NLEKA_.ZH79T"+DGD,TX>V_"^$1E**P=@FV/9[@DL4>FX+!' MA8@]*@A,*SR@NSG3WH0IB!L-)02FZUJGQV?G`$Z.3V]"B4(![`2F=7*-X?8L M2B+0A;+4(=`AO8[9=-K.!,%O"Z6H0XPYO?B)C3VRB;N3&0+3%BI1)Q",7TZQ M1Z;@$$:%0BGJ!(3UH""[#M@T3!+#;:%*],@PARFY7G`SKL";<`6%$M&35W)Z MVBP@`NR229A>9$*)`L>]P+%:ZW#-YO9L?$9N^0A M2K[?QO$195\A>@=KLO6]"2I$\I4G#BOP"R=P[UA-!21\DP\-*"#@"SMSSFXO ML=L5V!V071\7-F,ZO0GC4F!V,/3%&Z]0.=DC4S"=9@DM(#M(R.HAK6OLDDE( MU'8%:@>D-L1F3BM[DA+&ID#K\.>TLDLV0VQ"9C&&Z[NX_%J;[C<^::/-`-BR_LH*9S@L!W":L4,6 M'D<\AJ=0E]:(8@E$214A2S[J5M[OH.&6'-LB+S;#3%2%2(=E1RUR1*L+ZE#F!+U M;`T&RNSPK]4Z*19T.247W$C!!CMI*-0\50DPXQ%G77(1B>:A4/54)>-L[;-L MQ,KFLV&ZWW3.J4HFVMKS-4A,#U$]RX8`-7[$5%4XM<.OR\&&V2A45E7)8%O[ M+%"QJOE`W8RVJF2VK3T/E$3W$-6S0`EX9R>UJN9\!QM&JE!B5?;*2SJ$K$^V M%O_F"U4*=5;QDZZ(8(";[;-\Q'KG\N'<;BDCIB8DL$<'J(Z MYH,?;L4UV+L?EA'WM@N>9GD;!&I=JK?9FR\6P:]XE'_LE19$;T.16(ZSE2#< M+()?HQ*0\X+H;2A2*HCT!CE-A-U8\%VD>:8\J[K>AB)Y0;2OD^W+X.-X?AW_ M-AX.E\5N^CA1)NG]S^-],/MWT56U>3(UF&K*O*TQ;?QJ>M[64QMM=ZF?4J9- M[-?JS1-];R_T:FE`^IY::.EHBO1)2&@9NLT370:%EC5-G>Y!4@OIT`5`:-'M MYHE>ND@MZ\T3/?L06FI:#ST,D%I(AWZ]%%H:FC7]=">UD`[]C"6T4$2U9*=E MBB/10`2P-%!-+>*T%$V+GK`)?30MDEYF4J9;0R_;I2J_9^:]O]/\41GH37M%=8_$R35?_#R,0 M_N?#X_\!``#__P,`4$L#!!0`!@`(````(0#Q6_?^,@$``$`"```1``@!9&]C M4')O<',O8V]R92YX;6P@H@0!**```0`````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````"YMVE2FAS4!E3PX$)P[?8G*W!9LTY$:[ M_7NSKJL3?1+R$LZY7\X]J68[TR2?X%&WMB9%EI,$K&R5MIN:/"_GZ0U),`BK M1--:J,D>D,SXY44E'9.MAT??.O!!`R:19)%)5Y-M"(Y1BG(+1F`6'3:*Z]8; M$>+5;Z@3\EUL@$[R?$H-!*%$$/0`3-U()`-2R1'I/GS3`Y2DT(`!&Y`664&_ MO0&\P3\'>N7,:738N[C3$/>11'-T[U*.QZ[JL*_L8,7]!5XN'IW[55-M# M5Q((/_33"`R+6.5:@[K=\]V;;Q+$;45_:Y62?3HF/8@`*HGOL6.ZD_)2WMTO MYX1/\N(JS&UL M(*($`2B@``$````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````G%C;=D^/>FV6R`S-1=R>=F^GUU_^-)N&9PV<>9ML"`?>B MN"ARD7&+N^S=BDPKHQ:VE;QDD$>=YF*$Z%+(2BWLMM>-.LW7*,UX#GTTW%OP MW$#4>?L0W0!W09MRH4TOVMB+#616Z981_V'8SMJM1V[`P;EL;[@67%J$Y<3J ME^HY+XS5O7^5?C(K`&NB#@K4'ZO'IFSS69SWOGZN)/#I4-)9J)'@PB'&F;`Y MF,EBRK4E('_]W,1_WT)^,T\EH.(AG MR8!=Q:-XW$]8>I,DL_2]\FS*_ZR2SM#3;3*>I6QRS2;3Y+TJ_E$1+,02+MCR,MUVNNMT[.B*446)N8E8QGF2JE MI1%QLZH.O.\>DI^EV&!%R,-,W3L8R@T8ZTJ=!N#6)=8(<@CI+<4:?>8:V``V MD*O"66)]9:QQ&$B55U;:UEF)^&JE,=#[&4JDMJ5XS('%QF#%,9_D=Z7FSR)' MMMAOSU5O70O]4FN'+ M:?CHKUR7.;?HEW@J2--"B7+(5EY;(*U7=02\T+4B6U M*GNZ0O::5^;1=L6CI.P='K@N,XO\*9>D!(8<-$I5;FO0;WG"/"J96@.;\1=/ MHKA=E[9"Y;(YX5JB>\-&RA@V)6WV>2$LS]E,<]Q/Y@K&DX0EMH[J<%"Z2OOK M7#WOJ(ZVK=9K4>=]M+C0QSR8%H]T5;ZEE:F$/,G38*&0 MV)Z,Y@TRMX9@_LWI8+ND+"*K2;,'NL3H?M=DPY#TUI>@-[!DQA#X\L='H M?31:^R'1AU6.<4/G=T77H?TV!1AM(TSIM$Z8TFD='Z4'PAA6H<-XV`9"L2$E M/4$ZF%Y5-7*+_5\.HY$WX4;IP15LE/1)A9LK[6<_BXMZ%N=OLWBAZ7N0<$.FW?PVC`=C'&[?!QX. M+HA^N1(:"?ED[HN9&N`OYN[.Z_!CE*[P#WV.MT&[];=^G<&>FO\#\; MYCN9WQ?<#=U#?0W9.ST_Z7[LXN5;XUO4>6T>^`O5^Q\``/__`P!02P$"+0`4 M``8`"````"$`ZNE)TZ("``#H-P``$P``````````````````````6T-O;G1E M;G1?5'EP97-=+GAM;%!+`0(M`!0`!@`(````(0"U53`C]0```$P"```+```` M`````````````-L$``!?&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`$9T'0RA`@``9@8``!D````````````````` M&PO=V]R:W-H965T`<``#\F```9```````` M`````````,0@``!X;"]W;W)K&UL4$L!`BT`%``& M``@````A`/<$(6Z1!```5Q(``!D`````````````````&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/D&PO=V]R:W-H965T>HLR`P``#1E```9`````````````````%1#``!X;"]W;W)K&UL4$L!`BT`%``&``@````A`*``'ES4`P``T`T``!D````` M````````````4U```'AL+W=O5```>&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A`+*"2LAE!0``X!@``!D`````````````````LEH` M`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@` M```A`,22H@V""```'2<``!D`````````````````\6<``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`%?!+_Y8!``` MA!$``!D`````````````````5X$``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`#>W6=_H`@``;0@``!D````````` M````````%XT``'AL+W=OD"``"N"```&0`````````````````VD```>&PO=V]R:W-H M965T&UL4$L! M`BT`%``&``@````A`%016KIL"P``?CP``!D`````````````````&*8``'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`%5``.+J!```8Q,``!D`````````````````D[D``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/B4+B6C`P``<0P` M`!D`````````````````]<<``'AL+W=O&PO=&AE;64O=&AE;64Q+GAM;%!+`0(M`!0`!@`(````(0!^K0&UL4$L!`BT`%``&``@````A`'7F!DSF`@``E@<``!@````````` M````````K,8!`'AL+W=OX"``"*"0``&0`` M``````````````"\SP$`>&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`%KL9IO9`P`` M#`X``!D`````````````````L=4!`'AL+W=O&PO=V]R:W-H965T`0!X;"]W;W)K&UL4$L!`BT`%``&``@````A`'#SDJP=`P``V0@``!D````````` M````````FN$!`'AL+W=O&PO=V]R:W-H M965T&UL4$L! M`BT`%``&``@````A`*I:G+2*!```KQ$``!D`````````````````FO(!`'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`#]T/=S#!```114``!D`````````````````%P("`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A`#&/M#^;!P``+R```!D`````````````````=`L"`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/"A>@91"@``G2\``!D````` M````````````X5<"`'AL+W=O.]!%I@8``"8A```&0````````````````!I8@(`>&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A`+14&PO=V]R:W-H965T```9```````````` M`````%2>`@!X;"]W;W)K&UL4$L!`BT`%``&``@` M```A`,"ZR428#@``14D``!D`````````````````S;H"`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/1(@LJ]!P``!2,``!@````````````` M````3N@"`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`!]CI6&9#0``,48` M`!D`````````````````WP$#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`$JYR2X4"P``4S8``!D````````````` M````SAD#`'AL+W=O&PO=V]R:W-H965T M&UL4$L!`BT` M%``&``@````A`&#Y*X>:%P``\74``!D`````````````````6S(#`'AL+W=O M&PO=V]R:W-H965T,@T``$5````9`````````````````%I4 M`P!X;"]W;W)K&UL4$L!`BT`%``&``@````A`.4[ MG[!#"0``TRD``!D`````````````````PV$#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`#;Y`=PR!P``&PO M=V]R:W-H965T&UL4$L!`BT`%``&``@````A`*O+2<2@`P``X`L``!D````````````````` M^+0#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A`$[>/OVW#P``$%H``!D`````````````````!L,#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`-ERH0\)#0``W$(``!D````` M````````````E_,#`'AL+W=O&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A``"J15M_"@``/C$``!D`````````````````Q@@$ M`'AL+W=O XML 25 R70.htm IDEA: XBRL DOCUMENT v2.4.0.8
Goodwill (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2013
Activision
Dec. 31, 2012
Activision
Dec. 31, 2013
Blizzard
Dec. 31, 2012
Blizzard
Dec. 31, 2011
Distribution
Changes in carrying amount of goodwill              
Goodwill, balance at beginning of period $ 7,106,000,000 $ 7,111,000,000 $ 6,928,000,000 $ 6,933,000,000 $ 178,000,000 $ 178,000,000  
Impairment of goodwill             (12,000,000)
Tax benefit credited to goodwill (13,000,000) (5,000,000) (13,000,000) (5,000,000) 0 0  
Foreign exchange (1,000,000)   (1,000,000)   0    
Goodwill, balance at end of period 7,092,000,000 7,106,000,000 6,914,000,000 6,928,000,000 178,000,000 178,000,000  
Goodwill, before impairment adjustment 7,092,000,000 7,106,000,000 6,914,000,000 6,928,000,000 178,000,000 178,000,000  
Accumulated impairment losses $ 0 $ 0 $ 0 $ 0 $ 0 $ 0  

XML 26 R55.htm IDEA: XBRL DOCUMENT v2.4.0.8
Quarterly Financial and Market Information (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2013
Quarterly Financial and Market Information  
Schedule of quarterly financial information
  For the Quarters Ended
  December 31, September 30, June 30, March 31,
  2013 2013 2013 2013
  (Amounts in millions, except per share data)
Net revenues $ 1,518 $ 691 $ 1,050 $ 1,324
Cost of sales   655   175   285   416
Operating income   284   70   430   587
Net income   174   56   324   456
Basic earnings per share  0.23  0.05  0.28  0.40
Diluted earnings per share  0.22  0.05  0.28  0.40
             
  For the Quarters Ended
  December 31, September 30, June 30, March 31,
  2012 2012 2012 2012
  (Amounts in millions, except per share data)
Net revenues $ 1,768 $ 841 $ 1,075 $ 1,172
Cost of sales   682   237   377   364
Operating income   484   227   227   513
Net income   354   226   185   384
Basic earnings per share  0.31  0.20  0.16  0.34
Diluted earnings per share  0.31  0.20  0.16  0.33
XML 27 R78.htm IDEA: XBRL DOCUMENT v2.4.0.8
Operating Segments and Geographic Region (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
segments
Dec. 31, 2012
Dec. 31, 2011
Operating Segments and Geographic Region                      
Number of operating segments                 3    
Segment Reporting Information [Line Items]                      
Consolidated net revenues $ 1,518,000,000 $ 691,000,000 $ 1,050,000,000 $ 1,324,000,000 $ 1,768,000,000 $ 841,000,000 $ 1,075,000,000 $ 1,172,000,000 $ 4,583,000,000 $ 4,856,000,000 $ 4,755,000,000
Income from operations 284,000,000 70,000,000 430,000,000 587,000,000 484,000,000 227,000,000 227,000,000 513,000,000 1,372,000,000 1,451,000,000 1,328,000,000
Net effect from changes in the deferral of net revenues                 241,000,000 (131,000,000) 266,000,000
Stock-based compensation expense                 (110,000,000) (126,000,000) (103,000,000)
Restructuring                 0 0 (25,000,000)
Amortization of intangible assets                 (24,000,000) (30,000,000) (72,000,000)
Interest and other investment income (expense), net                 (53,000,000) 7,000,000 3,000,000
Income before income tax expense                 1,319,000,000 1,458,000,000 1,331,000,000
Restructuring expense in general and administrative expense related to the business combination                     1,000,000
Long-lived assets 138,000,000       141,000,000       138,000,000 141,000,000  
US
                     
Segment Reporting Information [Line Items]                      
Revenues as a percentage of consolidated net revenues 51.00%       48.00%       51.00% 48.00% 49.00%
UK
                     
Segment Reporting Information [Line Items]                      
Revenues as a percentage of consolidated net revenues 14.00%       14.00%       14.00% 14.00% 16.00%
France
                     
Segment Reporting Information [Line Items]                      
Revenues as a percentage of consolidated net revenues 12.00%       13.00%       12.00% 13.00% 14.00%
Activision
                     
Segment Reporting Information [Line Items]                      
Restructuring                 0 0 (25,000,000)
Distribution
                     
Segment Reporting Information [Line Items]                      
Impairment of goodwill                     (12,000,000)
Operating segments
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 4,342,000,000 4,987,000,000 4,489,000,000
Income from operations                 1,355,000,000 1,698,000,000 1,358,000,000
Long-lived assets 138,000,000       141,000,000       138,000,000 141,000,000 163,000,000
Operating segments | Total platform
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 4,260,000,000 4,550,000,000 4,337,000,000
Operating segments | Console
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 2,379,000,000 2,186,000,000 2,439,000,000
Operating segments | PC
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 340,000,000 675,000,000 282,000,000
Operating segments | Online subscriptions
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 912,000,000 986,000,000 1,357,000,000
Operating segments | Other
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 629,000,000 703,000,000 259,000,000
Operating segments | North America
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 2,414,000,000 2,436,000,000 2,405,000,000
Long-lived assets 102,000,000       90,000,000       102,000,000 90,000,000 105,000,000
Operating segments | Europe
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 1,826,000,000 1,968,000,000 1,990,000,000
Long-lived assets 29,000,000       40,000,000       29,000,000 40,000,000 46,000,000
Operating segments | Asia Pacific
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 343,000,000 452,000,000 360,000,000
Long-lived assets 7,000,000       11,000,000       7,000,000 11,000,000 12,000,000
Operating segments | Activision
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 2,895,000,000 3,072,000,000 2,828,000,000
Income from operations                 971,000,000 970,000,000 851,000,000
Operating segments | Blizzard
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 1,124,000,000 1,609,000,000 1,243,000,000
Income from operations                 376,000,000 717,000,000 496,000,000
Operating segments | Distribution
                     
Segment Reporting Information [Line Items]                      
Consolidated net revenues                 323,000,000 306,000,000 418,000,000
Income from operations                 8,000,000 11,000,000 11,000,000
Reconciliation items
                     
Segment Reporting Information [Line Items]                      
Net effect from changes in the deferral of net revenues and related cost of sales                 229,000,000 (91,000,000) 183,000,000
Stock-based compensation expense                 (110,000,000) (126,000,000) (103,000,000)
Restructuring                 0 0 (26,000,000)
Amortization of intangible assets                 (23,000,000) (30,000,000) (72,000,000)
Fees and other expenses related to the Purchase Transaction and related debt financings                 (79,000,000) 0 0
Impairment of goodwill                 $ 0 $ 0 $ (12,000,000)
XML 28 R46.htm IDEA: XBRL DOCUMENT v2.4.0.8
Accumulated Other Comprehensive Income (Loss) (Tables)
12 Months Ended
Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss).  
Schedule of accumulated other comprehensive income (loss)
    For the Year Ended December 31, 2013
    Foreign currency Unrealized gain  
    translation on available-for-  
    adjustments sale securities Total
Balance at December 31, 2012 $(26) $--- $(26)
 Other comprehensive income (loss)         
  before reclassifications  93  1  94
 Amounts reclassified from accumulated         
  other comprehensive income (loss)  ---  ---  ---
Balance at December 31, 2013 $67 $1 $68
            
            
    For the Year Ended December 31, 2012
    Foreign currency Unrealized gain  
    translation on available-for-  
    adjustments sale securities Total
Balance at December 31, 2011 $(72) $--- $(72)
 Other comprehensive income (loss)         
  before reclassifications  46  ---  46
 Amounts reclassified from accumulated         
  other comprehensive income (loss)  ---  ---  ---
Balance at December 31, 2012 $(26) $--- $(26)
XML 29 R33.htm IDEA: XBRL DOCUMENT v2.4.0.8
Quarterly Financial and Market Information (Unaudited)
12 Months Ended
Dec. 31, 2013
Quarterly Financial and Market Information  
Quarterly Financial and Market Information

25. Quarterly Financial and Market Information (Unaudited)

  For the Quarters Ended
  December 31, September 30, June 30, March 31,
  2013 2013 2013 2013
  (Amounts in millions, except per share data)
Net revenues $ 1,518 $ 691 $ 1,050 $ 1,324
Cost of sales   655   175   285   416
Operating income   284   70   430   587
Net income   174   56   324   456
Basic earnings per share  0.23  0.05  0.28  0.40
Diluted earnings per share  0.22  0.05  0.28  0.40
             
  For the Quarters Ended
  December 31, September 30, June 30, March 31,
  2012 2012 2012 2012
  (Amounts in millions, except per share data)
Net revenues $ 1,768 $ 841 $ 1,075 $ 1,172
Cost of sales   682   237   377   364
Operating income   484   227   227   513
Net income   354   226   185   384
Basic earnings per share  0.31  0.20  0.16  0.34
Diluted earnings per share  0.31  0.20  0.16  0.33
XML 30 R79.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Aggregate common stock reserved for issuance under stock based awards (in shares) 45,000,000    
Common stock available for grant under stock-based awards (in shares) 34,000,000    
Method and assumptions on valuation of stock options      
Expected life 6 years 5 months 8 days 7 years 0 months 18 days 6 years 6 months 29 days
Risk free interest rate (in percent) 1.86% 1.12% 1.91%
Volatility (in percent) 39.00% 40.76% 43.50%
Expected dividend yield (in percent) 1.08% 1.65% 1.34%
Weighted-average fair value at the grant date (dollars per share) $ 4.97 $ 3.47 $ 4.17
Expected stock price volatility, low end of range (in percent) 25.73%    
Expected stock volatility rate, high end of range (in percent) 39.00%    
Stock-based compensation, capitalized software development costs, activity      
Stock-based compensation, software development at the beginning of the period $ 19 $ 10 $ 20
Stock-based compensation expense capitalized during the period 34 27 27
Amortization of capitalized stock-based compensation expense (31) (18) (37)
Stock-based compensation, software development at the ending of the period 22 19 10
Restricted Stock Rights
     
Restricted stock rights activity      
Restricted stock rights at the beginning of the period (in shares) 25,605,000    
Restricted stock rights, granted (in shares) 5,520,000    
Restricted stock rights, vested (in shares) (7,841,000)    
Restricted stock rights, forfeited (in shares) (719,000)    
Restricted stock rights at the ending of the period (in shares) 22,565,000 25,605,000  
Restricted stock rights, weighted-average grant date fair value information      
Restricted stock rights, weighted-average grant date fair value at the beginning of the period (dollars per share) $ 12.29    
Restricted stock rights, weighted-average grant date fair value, granted (dollars per share) $ 16.31    
Restricted stock rights, weighted-average grant date fair value, vested (dollars per share) $ 12.64    
Restricted stock rights, weighted-average grant date fair value, forfeited (dollars per share) $ 11.92    
Restricted stock rights, weighted-average grant date fair value (dollars per share) ending balance $ 12.63 $ 12.29  
Stock-based compensation, unrecognized compensation 100    
Stock-based compensation, unrecognized compensation weighted-average period of recognition 1 year 6 months    
Total fair value of shares vested 57 45 37
Restricted Stock Rights | Maximum
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period of award 5 years    
Restricted Stock Rights | Minimum
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period of award 3 years    
Performance shares
     
Restricted stock rights, weighted-average grant date fair value information      
Stock-based compensation, unrecognized compensation 17    
Stock-based compensation, unrecognized compensation weighted-average period of recognition 1 year 4 months 2 days    
Stock Option Plan
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expiration period of options 10 years    
Restricted stock rights, weighted-average grant date fair value information      
Stock-based compensation, unrecognized compensation 21    
Stock-based compensation, unrecognized compensation weighted-average period of recognition 1 year 4 months 28 days    
Income tax benefit from stock option exercises and restricted stock rights 77 20 28
Stock option activity      
Stock options at the beginning of the period (in shares) 51,748,000    
Stock options, granted (in shares) 3,506,000    
Stock options, exercised (in shares) (16,001,000)    
Stock options, forfeited (in shares) (267,000)    
Stock Options, expired (in shares) (182,000)    
Stock options at the ending of the period (in shares) 38,804,000 51,748,000  
Stock options, vested and expected to vest (in shares) 37,856,000    
Stock options, exercisable (in shares) 29,397,000    
Stock options, weighted-average strike price at the beginning of the period (in dollars per share) $ 11.45    
Stock options, weighted-average exercise price, granted (dollars per share) $ 17.58    
Stock options, weighted-average exercise price, exercised (in dollars per share) $ 9.91    
Stock options, weighted-average exercise price, forfeited (in dollars per share) $ 11.93    
Stock options, weighted-average exercise price, expired (in dollars per share) $ 11.62    
Stock options, weighted-average strike price at the end of the period (in dollars per share) $ 12.63 $ 11.45  
Stock options, weighted-average exercise price, vested and expected to vest (in dollars per share) $ 12.58    
Stock options, weighted-average exercise price, exercisable (in dollars per share) $ 12.27    
Stock options, weighted-average remaining contractual term 5 years 9 months 25 days    
Stock options, weighted-average remaining contractual term, vested and expected to vest 5 years 2 months 1 day    
Stock options, weighted-average remaining contractual term, exercisable 4 years 11 months 26 days    
Stock options, aggregate intrinsic value 202    
Stock options, aggregate intrinsic value, vested and expected to vest 199    
Stock options, aggregate intrinsic value, exercisable 165    
Stock options, intrinsic value of options exercised 104 25 47
Total grant date fair value of options vested $ 29 $ 47 $ 57
Stock Option Plan | Maximum
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period of award 5 years    
Stock Option Plan | Minimum
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period of award 3 years    
XML 31 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 32 R73.htm IDEA: XBRL DOCUMENT v2.4.0.8
Fair Value Measurements (Details 2) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Fair Value Assets Measured on Recurring Basis Unobservable Input Reconciliation Asset    
Level 3 measurement reconciliation, recurring basis, fair value assets beginning balance $ 8 $ 16
Total unrealized gains included in other comprehensive income 1 2
Settlements, assets   (10)
Level 3 measurement reconciliation, recurring basis, fair value assets ending balance 9 8
Maximum contractual terms of foreign exchange forward contracts 1 year  
Maximum
   
Fair Value Assets Measured on Recurring Basis Unobservable Input Reconciliation Asset    
Percentage of assets measured on recurring basis at fair value using significant unobservable inputs 1.00%  
Auction rate securities
   
Fair Value Assets Measured on Recurring Basis Unobservable Input Reconciliation Asset    
Level 3 measurement reconciliation, recurring basis, fair value assets beginning balance 8 16
Total unrealized gains included in other comprehensive income 1 2
Settlements, assets   (10)
Level 3 measurement reconciliation, recurring basis, fair value assets ending balance $ 9 $ 8
XML 33 R89.htm IDEA: XBRL DOCUMENT v2.4.0.8
Capital Transactions (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 1 Months Ended
Oct. 11, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Feb. 02, 2012
2012 Share Repurchase Program
Dec. 31, 2013
2012 Share Repurchase Program
Dec. 31, 2012
2012 Share Repurchase Program
Feb. 03, 2011
2011 Share Repurchase Program
Dec. 31, 2012
2011 Share Repurchase Program
Dec. 31, 2011
2011 Share Repurchase Program
Feb. 10, 2010
2010 Share Repurchase Program
Jan. 31, 2011
2010 Share Repurchase Program
Share Repurchase Program [Line Items]                        
Stock repurchase program, dollar amount authorized         $ 1,000,000,000     $ 1,500,000,000     $ 1,000,000,000  
Cost of common stock repurchased under the stock repurchase program   5,830,000,000 315,000,000 692,000,000   0 54,000,000   261,000,000 670,000,000    
Shares of common stock repurchased 429,000,000         0 4,000,000   22,000,000 59,000,000    
Shares of common stock agreed to be repurchase but not yet settled as of the end of the period                       2,000,000
Cost of common stock agreed to be repurchase but not yet settled as of the end of the period                       $ 22,000,000
XML 34 R57.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business (Details)
12 Months Ended
Dec. 31, 2013
segments
Description of Business [Line Items]  
Number of operating segments 3
XML 35 R76.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt (Details 2) (USD $)
12 Months Ended 0 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Debt discount
Dec. 31, 2013
Deferred financing costs
Feb. 11, 2014
Term Loan
Dec. 31, 2013
Term Loan
Oct. 11, 2013
Term Loan
Dec. 31, 2013
Revolver
Oct. 11, 2013
Revolver
Dec. 31, 2013
Unsecured Notes
Dec. 31, 2013
2021 Notes
Sep. 19, 2013
2021 Notes
Dec. 31, 2013
2021 Notes
Fair value measurements using significant other observable inputs (Level 2)
Dec. 31, 2013
2023 Notes
Sep. 19, 2013
2023 Notes
Dec. 31, 2013
2023 Notes
Fair value measurements using significant other observable inputs (Level 2)
Long-term Debt                                  
Gross Carrying Amount $ 4,744,000,000           $ 2,494,000,000         $ 1,500,000,000 $ 1,500,000,000   $ 750,000,000 $ 750,000,000  
Unamortized Discount (51,000,000)           (12,000,000)         (26,000,000)     (13,000,000)    
Net Carrying Amount 4,693,000,000           2,482,000,000         1,474,000,000     737,000,000    
Less: current portion of long-term debt (25,000,000) 0                              
Total Gross Carrying Amount, Long-term debt 4,719,000,000                                
Total Net Carrying Amount, Long-Term Debt 4,668,000,000 0                              
Maturites of Debt                                  
2014 25,000,000                                
2015 25,000,000                                
2016 25,000,000                                
2017 25,000,000                                
2018 25,000,000                                
Thereafter 4,619,000,000                                
Total 4,744,000,000           2,494,000,000         1,500,000,000 1,500,000,000   750,000,000 750,000,000  
Interest payable                     38,000,000            
Financing Facilities                                  
Maximum borrowing capacity               2,500,000,000   250,000,000              
Maximum letter of credit that can be issued under the Revolver 50,000,000                 50,000,000              
Interest rate                         5.625%     6.125%  
Fees and financing costs 59,000,000 0 0 52,000,000 7,000,000                        
Fair Value of Notes                           1,559,000,000     785,000,000
Percentage of principal repayable to option holders upon certain criteria 101.00%                                
Maximum percentage of outstanding Notes that can be redeemed with net cash proceeds from one or more qualified equity offerings 35.00%                                
Amortization of the debt discount 1,000,000                                
Percentage of Revolver outstanding which triggers certain financial covenants                 15.00%                
Repayment of long-term debt (6,000,000) 0 0     (375,000,000)                      
Reduction of contractual principal repayments in 2014           25,000,000                      
Reduction of contractual principal repayments in 2015           25,000,000                      
Reduction of contractual principal repayments in 2016           25,000,000                      
Reduction of contractual principal repayments in 2017           25,000,000                      
Reduction of contractual principal repayments in 2018           25,000,000                      
Reduction of contractual principal repayments in 2019 through maturity           $ 250,000,000                      
XML 36 R86.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details 3) (USD $)
Dec. 31, 2013
Dec. 31, 2012
Deferred tax assets:    
Reserves and allowances $ 3,000,000 $ 11,000,000
Allowance for sales returns and price protection 63,000,000 56,000,000
Inventory reserve 8,000,000 5,000,000
Accrued expenses 48,000,000 65,000,000
Deferred revenue 273,000,000 357,000,000
Tax credit carryforwards 81,000,000 62,000,000
Net operating loss carryforwards 11,000,000 14,000,000
Stock-based compensation 91,000,000 119,000,000
Foreign deferred assets 13,000,000 7,000,000
Transaction costs 11,000,000 0
Other 9,000,000 2,000,000
Deferred tax assets 611,000,000 698,000,000
Valuation allowance 0 0
Deferred tax assets, net of valuation allowance 611,000,000 698,000,000
Deferred tax liabilities:    
Intangibles (152,000,000) (161,000,000)
Prepaid royalties (71,000,000) 0
Capitalized software development expenses (60,000,000) (54,000,000)
State taxes (27,000,000) (21,000,000)
Deferred tax liabilities (310,000,000) (236,000,000)
Net deferred tax assets (liabilities) 301,000,000 462,000,000
Various state net operating loss carryforwards 16,000,000  
Tax credit carryforward, federal 6,000,000  
Tax credit carrforwards, state 75,000,000  
Deferred Tax Assets, Operating Loss Carryforwards, Foreign $ 37,000,000  
XML 37 R81.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Restructuring Reserve.      
Balance at beginning of the period $ 3,000,000 $ 7,000,000 $ 0
Costs charged to expense 0 0 25,000,000
Costs paid or otherwise settled 0 (4,000,000) (18,000,000)
Balance at end of the period 3,000,000 3,000,000 7,000,000
Severance
     
Restructuring Reserve.      
Balance at beginning of the period 0 4,000,000 0
Costs charged to expense     20,000,000
Costs paid or otherwise settled 0 (4,000,000) (16,000,000)
Balance at end of the period 0 0 4,000,000
Facilities costs
     
Restructuring Reserve.      
Balance at beginning of the period 3,000,000 3,000,000 0
Costs charged to expense     4,000,000
Costs paid or otherwise settled 0 0 (1,000,000)
Balance at end of the period 3,000,000 3,000,000 3,000,000
Contract Termination Costs
     
Restructuring Reserve.      
Balance at beginning of the period 0 0 0
Costs charged to expense     1,000,000
Costs paid or otherwise settled 0 0 (1,000,000)
Balance at end of the period $ 0 $ 0 $ 0
XML 38 R87.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details 4) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Taxes      
Undistributed earnings of foreign subsidiaries $ 2,593,000,000    
Unrecognized tax benefits that affect our effective tax rate if recognized 294,000,000    
Reconciliation of unrecognized tax benefits      
Unrecognized tax benefits balance at January 1 207,000,000 154,000,000 132,000,000
Gross increase for tax positions of prior years 1,000,000 3,000,000 4,000,000
Gross increase for tax positions of current year 91,000,000 59,000,000 65,000,000
Settlements 0 (8,000,000) 0
Lapse of statute of limitations (5,000,000) (1,000,000) (47,000,000)
Unrecognized tax benefits balance at December 31 294,000,000 207,000,000 154,000,000
Income tax liabilities, non-current 271,000,000 197,000,000  
Accrued interest and penalties related to uncertain tax positions 13,000,000 11,000,000  
Interest expense related to uncertain tax positions 2,000,000 0 1,000,000
Reduction in previously unrecognized tax benefits within next twelve months $ 23,000,000    
XML 39 R77.htm IDEA: XBRL DOCUMENT v2.4.0.8
Accumulated Other Comprehensive Income (Loss) (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Accumulated other comprehensive income (loss) [Line Items]    
Accumulated other comprehensive income (loss), balance at beginning of period $ (26,000,000) $ (72,000,000)
Other comprehensive income (loss) before reclassifications 94,000,000 46,000,000
Amounts reclassified from accumulated other comprehensive income (loss) 0 0
Accumulated other comprehensive income (loss), balance at end of period 68,000,000 (26,000,000)
Foreign currency translation adjustment
   
Accumulated other comprehensive income (loss) [Line Items]    
Accumulated other comprehensive income (loss), balance at beginning of period (26,000,000) (72,000,000)
Other comprehensive income (loss) before reclassifications 93,000,000 46,000,000
Amounts reclassified from accumulated other comprehensive income (loss) 0 0
Accumulated other comprehensive income (loss), balance at end of period 67,000,000 (26,000,000)
Unrealized gain on available-for-sale securities
   
Accumulated other comprehensive income (loss) [Line Items]    
Accumulated other comprehensive income (loss), balance at beginning of period 0 0
Other comprehensive income (loss) before reclassifications 1,000,000 0
Amounts reclassified from accumulated other comprehensive income (loss) 0 0
Accumulated other comprehensive income (loss), balance at end of period $ 1,000,000 $ 0
XML 40 R71.htm IDEA: XBRL DOCUMENT v2.4.0.8
Current Accrued Expenses and Other Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Current accrued expenses and other liabilities    
Accrued payroll related costs $ 254 $ 280
Deferred costs    
Deferred costs of sales $ 240 $ 245
XML 41 R25.htm IDEA: XBRL DOCUMENT v2.4.0.8
Interest and Other Investment Income (Expense), Net
12 Months Ended
Dec. 31, 2013
Interest and Other Investment Income (Expense), Net  
Interest and other investment income (expense), net

17. Interest and Other Investment Income (Expense), Net

Interest and other investment income (expense), net is comprised of the following (amounts in millions):

   For the Years Ended December 31,
   2013 2012 2011
Interest income $5 $6 $14
Interest expense  ---  (1)  (4)
Interest expense from debt and amortization of debt discount         
 and deferred financing costs  (58)  ---  ---
Net realized gain (loss) on foreign exchange contracts  ---  2  (7)
Interest and other investment income (expense), net $(53) $7 $3
XML 42 R50.htm IDEA: XBRL DOCUMENT v2.4.0.8
Interest and other investment income (expense), net (Tables)
12 Months Ended
Dec. 31, 2013
Interest and Other Investment Income (Expense), Net  
Interest and other investment income (expense), net
   For the Years Ended December 31,
   2013 2012 2011
Interest income $5 $6 $14
Interest expense  ---  (1)  (4)
Interest expense from debt and amortization of debt discount         
 and deferred financing costs  (58)  ---  ---
Net realized gain (loss) on foreign exchange contracts  ---  2  (7)
Interest and other investment income (expense), net $(53) $7 $3
XML 43 R42.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets, Net (Tables)
12 Months Ended
Dec. 31, 2013
Intangible Assets, Net  
Schedule of finite lived and indefinite lived intangible assets by major class
   At December 31, 2013 
   Estimated Gross     
   useful carrying Accumulated Net carrying 
   lives amount amortization amount 
 Acquired definite-lived intangible assets:           
  License agreements and other 3 - 10 years $98 $(90) $8 
  Internally-developed franchises 11 - 12 years  309  (274)  35 
 Total definite-lived intangible assets  $407 $(364) $43 
              
 Acquired indefinite-lived intangible assets:           
  Activision trademark Indefinite        386 
  Acquired trade names Indefinite        47 
 Total indefinite-lived intangible assets        $433 
              
              
              
   At December 31, 2012 
   Estimated Gross       
   usefulcarryingAccumulated Net carrying 
   livesamountamortization amount 
 Acquired definite-lived intangible assets:           
  License agreements and other 3 - 10 years $98 $(88) $10 
  Internally-developed franchises 11 - 12 years  309  (251)  58 
 Total definite-lived intangible assets  $407 $(339) $68 
              
 Acquired indefinite-lived intangible assets:           
  Activision trademark Indefinite        386 
  Acquired trade names Indefinite        47 
 Total indefinite-lived intangible assets        $433 
Schedule of finite lived intangible assets, future amortization expense
 2014 $ 15 
 2015   12 
 2016   7 
 2017   4 
 2018   3 
 Thereafter   2 
 Total $ 43 
XML 44 R75.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 0 Months Ended
Dec. 31, 2013
Dec. 31, 2013
Credit Facilities
Oct. 11, 2013
Credit Facilities
Prime Rate
Base Rate Loans
Oct. 11, 2013
Credit Facilities
Federal Funds Effective Rate
Base Rate Loans
Oct. 11, 2013
Credit Facilities
LIBOR Rate
Base Rate Loans
Oct. 11, 2013
Credit Facilities
LIBOR Rate
LIBOR Rate Loans
Oct. 11, 2013
Term Loan
Dec. 31, 2013
Term Loan
Debt Instrument [Line Items]                
Percentage of required quarterly payments               0.25%
LIBOR floor rate             0.75%  
Variable rate at end of period   3.25%            
Applicable margin (as a percent)       0.50% 1.00%      
Interest expense $ 57              
Description of variable rate basis     Prime rate as designated by the administrative agent Federal funds rate LIBOR rate for one month LIBOR    
Percentage of consolidated total assets pledged as collateral   70.00%            
XML 45 R97.htm IDEA: XBRL DOCUMENT v2.4.0.8
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Allowance for sales returns and price protection and other allowances
     
Valuation and qualifying accounts, reconciliation      
Valuation and qualifying accounts, balance at the beginning of period $ 323 $ 292 $ 373
Valuation and qualifying accounts, additions 174 170 166
Valuation and qualifying accounts, deductions (121) (139) (247)
Valuation and qualifying accounts, balance at the end of period 376 323 292
Allowance for doubtful accounts
     
Valuation and qualifying accounts, reconciliation      
Valuation and qualifying accounts, balance at the beginning of period 9 8 4
Valuation and qualifying accounts, additions 1 1 4
Valuation and qualifying accounts, deductions (5) 0 0
Valuation and qualifying accounts, balance at the end of period $ 5 $ 9 $ 8
XML 46 R37.htm IDEA: XBRL DOCUMENT v2.4.0.8
Cash and Cash Equivalents (Tables)
12 Months Ended
Dec. 31, 2013
Cash and Cash Equivalents  
Components of cash and cash equivalents
    At December 31, 
    2013 2012 
 Cash $377 $425 
 Time deposits  3  23 
 Foreign government treasury bills  30  --- 
 Money market funds  4,000  3,511 
 Cash and cash equivalents $4,410 $3,959 
XML 47 R52.htm IDEA: XBRL DOCUMENT v2.4.0.8
Computation of Earnings (Loss) Per Basic/Diluted Common Share (Tables)
12 Months Ended
Dec. 31, 2013
Computation of Earnings (Loss) Per Basic/Diluted Common Share  
Schedule of computation of earnings per share
     For the Years Ended December 31,
     2013 2012 2011
             
Numerator:         
 Consolidated net income $1,010 $1,149 $1,085
  Less: Distributed earnings to unvested stock-based awards         
   that participate in earnings  (5)  (4)  (3)
  Less: Undistributed earnings allocated to unvested stock-based         
   awards that participate in earnings  (18)  (20)  (13)
 Numerator for basic and diluted earnings per common share - income         
  available to common shareholders  987  1,125  1,069
             
Denominator:         
 Denominator for basic earnings per common share - weighted-average         
  common shares outstanding  1,024  1,112  1,148
             
 Effect of potential dilutive common shares under the treasury stock         
  method: Employee stock options  11  6  8
  Denominator for diluted earnings per common share - weighted-         
   average common shares outstanding plus dilutive effect         
   of employee stock options  1,035  1,118  1,156
             
Basic earnings per common share $ 0.96 $ 1.01 $ 0.93
             
Diluted earnings per common share $ 0.95 $ 1.01 $ 0.92
XML 48 R67.htm IDEA: XBRL DOCUMENT v2.4.0.8
Software Development Costs and Intellectual Property Licenses (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Software development and intellectual property licenses:      
Internally developed software costs $ 189 $ 159  
Payments made to third-party software developers 199 134  
Total software development costs 388 293  
Intellectual property licenses 11 41  
Amortization, write-offs and impairments:      
Amortization of capitalized software development costs and intellectual property licenses 195 205 258
Write-offs and impairments $ 29 $ 12 $ 60
XML 49 R61.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of significant accounting policies (Details 3)
12 Months Ended
Dec. 31, 2013
Buildings | Maximum
 
Property, Plant and Equipment [Line Items]  
Estimated useful life 33 years
Buildings | Minimum
 
Property, Plant and Equipment [Line Items]  
Estimated useful life 25 years
Computer equipment | Maximum
 
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Computer equipment | Minimum
 
Property, Plant and Equipment [Line Items]  
Estimated useful life 2 years
Office furniture and other equipment. | Maximum
 
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Office furniture and other equipment. | Minimum
 
Property, Plant and Equipment [Line Items]  
Estimated useful life 2 years
XML 50 R47.htm IDEA: XBRL DOCUMENT v2.4.0.8
Operating Segments and Geographic Region (Tables)
12 Months Ended
Dec. 31, 2013
Operating Segments and Geographic Region  
Schedule of operating segments and reconciliations of total net revenues and total segment operating income to consolidated net revenues from external customers and consolidated income before income tax expense
    Years Ended December 31,
    2013 2012 2011 2013 2012 2011
                     
             Income (loss) from operations
  Net revenuesbefore income tax expense
 Activision  $ 2,895 $ 3,072 $ 2,828 $ 971 $ 970 $ 851
 Blizzard    1,124   1,609   1,243   376   717   496
 Distribution    323   306   418   8   11   11
 Operating segments total    4,342   4,987   4,489   1,355   1,698   1,358
                     
Reconciliation to consolidated net revenues /                  
consolidated income before income tax                  
expense:                  
 Net effect from deferral of net revenues and                  
  related cost of sales    241   (131)   266   229   (91)   183
 Stock-based compensation expense   ---  ---  ---   (110)   (126)   (103)
 Restructuring   ---  ---  ---  ---  ---   (26)
 Amortization of intangible assets  ---  ---  ---   (23)   (30)   (72)
 Impairment of goodwill  ---  ---  ---  ---  ---   (12)
 Fees and other expenses related to the Purchase                  
  Transaction and related debt financings  ---  ---  ---  (79)  ---  ---
Consolidated net revenues / operating income  $ 4,583 $ 4,856 $ 4,755 $ 1,372 $ 1,451 $ 1,328
 Interest and other investment income (expense), net           (53)  7  3
Consolidated income before income tax expense          $ 1,319 $ 1,458 $ 1,331
Schedule of net revenues from external customers by geographic region
   Years ended December 31,
   2013 2012 2011
Net revenues by geographic region:         
 North America  $2,414 $2,436 $2,405
 Europe   1,826  1,968  1,990
 Asia Pacific   343  452  360
Total consolidated net revenues  $ 4,583 $ 4,856 $ 4,755
Schedule of net revenues by platform
  Years Ended December 31,
  2013 2012 2011
Net revenues by platform:        
 Console $2,379 $2,186 $2,439
 Online subscriptions1 912  986  1,357
 Other2 629  703  259
 PC 340  675  282
Total platform net revenues  4,260  4,550  4,337
Distribution  323  306  418
Total consolidated net revenues $4,583 $4,856 $4,755
Long-lived assets by geographic region
   Years Ended December 31,
   2013 2012 2011
Long-lived assets* by geographic region:         
 North America  $ 102 $ 90 $105
 Europe    29   40  46
 Asia Pacific    7   11  12
Total long-lived assets by geographic region $ 138 $ 141 $ 163
XML 51 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business
12 Months Ended
Dec. 31, 2013
Description of Business  
Description of Business

1.       Description of Business

 

Activision Blizzard, Inc. (“Activision Blizzard”) is a leading global developer and publisher of interactive entertainment. The terms “Activision Blizzard,” the “Company,” “we,” “us,” and “our” are used to refer collectively to Activision Blizzard, Inc. and its subsidiaries. We publish online, personal computer (“PC”), video game console, handheld, mobile and tablet games. We maintain significant operations in the United States (“U.S.”), Canada, the United Kingdom (“U.K.”), France, Germany, Ireland, Italy, Sweden, Spain, the Netherlands, Australia, South Korea and China.

The Business Combination and Recently Consummated Share Repurchase

 

Activision Blizzard is the result of the 2008 business combination (“Business Combination”) by and among Activision, Inc., Sego Merger Corporation, a wholly-owned subsidiary of Activision, Inc., Vivendi S.A. (“Vivendi”), VGAC LLC, a wholly-owned subsidiary of Vivendi, and Vivendi Games, Inc. (“Vivendi Games”), a wholly-owned subsidiary of VGAC LLC. As a result of the consummation of the Business Combination, Activision, Inc. was renamed Activision Blizzard, Inc. and Vivendi became a majority shareholder of Activision. The common stock of Activision Blizzard is traded on The NASDAQ Stock Market under the ticker symbol “ATVI.”

 

On October 11, 2013, we repurchased approximately 429 million shares of our common stock, pursuant to a stock purchase agreement (the “Stock Purchase Agreement”) we entered into on July 25, 2013, with Vivendi and ASAC II LP (“ASAC”), an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary of Vivendi (“New VH”), which was the direct owner of approximately 429 million shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the transaction (collectively, the “Purchase Transaction”). Immediately following the completion of the Purchase Transaction, ASAC purchased from Vivendi 172 million shares of Activision Blizzard's common stock, pursuant to the Stock Purchase Agreement, for a cash payment of $2.34 billion, or $13.60 per share (the “Private Sale”). Refer to Note 12 of the Notes to Consolidated Financial Statements for further information regarding the financing of the Purchase Transaction.

 

As a result of the Purchase Transaction and the Private Sale, approximately 64% of our outstanding common stock as of December 31, 2013 is owned by the public, approximately 12% is owned by Vivendi, and approximately 24% is owned by ASAC.

       Based upon our organizational structure, we conduct our business through three operating segments as follows:

(i) Activision Publishing, Inc.

Activision Publishing, Inc. (“Activision”) is a leading international developer and publisher of interactive software products and content, including games from the Call of Duty® and Skylanders franchises. Activision develops games primarily based on internally-developed properties, as well as some licensed intellectual properties. We sell games through both retail channels and digital downloads. Activision currently offers games that operate on the Microsoft Corporation (“Microsoft”) Xbox One (“Xbox One”) and Xbox 360 (“Xbox 360”), Nintendo Co. Ltd. (“Nintendo”) Wii U (“Wii U”) and Wii (“Wii”), and Sony Computer Entertainment, Inc. (“Sony”) PlayStation 4 (“PS4”) and PlayStation 3 (“PS3”) console systems; the PC; the Nintendo 3DS (“3DS”), Nintendo Dual Screen (“DS”), and Sony PlayStation Vita handheld game systems; and other handheld and mobile devices.

(ii) Blizzard Entertainment, Inc.

Blizzard Entertainment, Inc. (“Blizzard”) is a leader in the subscription-based massively multi-player online role-playing game (“MMORPG”) category in terms of both subscriber base and revenues generated through the World of Warcraft® franchise, which it develops, hosts and supports. Blizzard also develops, markets, and sells role-playing action and strategy games for the PC and iPad, including games in the multiple-award winning Diablo® and StarCraft® franchises. In September 2013, Blizzard released Diablo III for the PS3 and Xbox 360, and confirmed plans to adapt the game for the PS4. In addition, Blizzard maintains a proprietary online-game related service, Battle.net®. Blizzard distributes its products and generates revenues worldwide through various means, including: subscriptions; sales of prepaid subscription cards; value-added services such as realm transfers, faction changes, and other character customizations within the World of Warcraft gameplay; retail sales of physical “boxed” products; online download sales of PC products; and licensing of software to third-party or related-party companies that distribute World of Warcraft, Diablo III, and StarCraft II products. In August 2013, Blizzard released the closed beta version of Hearthstone: Heroes of Warcraft, a free-to-play digital collectible card game, and released the open beta version in January 2014.

(iii) Activision Blizzard Distribution

Activision Blizzard Distribution (“Distribution”) consists of operations in Europe that provide warehousing, logistical and sales distribution services to third-party publishers of interactive entertainment software, our own publishing operations, and manufacturers of interactive entertainment hardware.

XML 52 R62.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of significant accounting policies (Details 4) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Allowance for returns and price protection      
Impact of a one percent change in the allowances for sales returns, price protection and other allowances on net revenues $ 4    
Advertising Expenses      
Advertising expense included in sales and marketing expense $ 401 $ 396 $ 343
Minimum
     
Revenue Recognition      
Estimated service period over which revenues are recognized 5 months    
Maximum
     
Revenue Recognition      
Estimated service period over which revenues are recognized 1 year    
ZIP 53 0001047469-14-001688-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001047469-14-001688-xbrl.zip M4$L#!!0````(`$R$8T3%9JIL,CH"`%P9*0`1`!P`871V:2TR,#$S,3(S,2YX M;6Q55`D``U_U%%-?]113=7@+``$$)0X```0Y`0``[/UK<]M(LBZ,?E\1ZS_@ M^)VU[8Z@U"*IJSW3;\BRW>-9=LO'4D_O.5\<$%D4,08!#BZ2V;_^5&9=<>$% M9($$R)K8>[4ED4!55E;>\\F__K\_)K[S1*+8"X._O>@>G[QP2#`(AU[P^+<7 M:7SDQ@//>_'__O+?__77_\_1D?,E(E,W(D/G8>9\?/O9N0D?@S!V/MQ]=9[. MCR^.>\=7ITX:TV\['])_>TF<.A^#A#X^<1^)\W__<(.A:_B_ M#EU"$+]VDR?O;R_&23)]_?//S\_/Q^X@\9X\6-B#[_WYIQL-CP?AY.?>2;?? M[?6[+_CWAD1]#1YW')/!\6/X]#/]`W[XZ*1[I#X>D5'F+?B5,'JD'STY_YG^ M57P0_C!,LH_FGSO[F?U1?#1-HKG/O/J9_E5\,`B#()V4?W:81#\GLRGYF7[H MB'Z*1-Y`KL7W@N^9KSWW\4O=JZNKG_&OXJ->\$3BI)PB[&\E1,'#F+N%/OTB M/_P+JZN3=H24AO"`Y.I#\O' MWXWQ&H/(.!+RX/A'3'G@9_8@)ET&(94]/Q+'HSQT???M]L.W#^2A=_J-?N64 MO5%^E`2)E\SX[^1OO2'\?N21R,%5D0R%Q=9O/O[OBU].Z/\NNI>7%Q=__3G_ M9?&JGTO>Q=\TI:P2#@OO1Z9+?H$%'YWTCGJG\N'\+]DG:T\1O^(TF$>6#U]O M/W_[AQN<=($J_6_WM]_>D4&?_=0*&E$Z1,D[*@%^$2Q[TA5/47_+?8D$0_45 MRJ_]KGKQ4/O"^H1E_/:/-.A=MH>6&K]12IX?]2Y-\QLC2\M8+$.6#+?41)9> MV\C2JXG4RTBG=M`H(YUZU:53KQ[IE"5L-T/8;OL(VZU.V&Z=8E_2\N0; MMZ>^W27T\1.ZO_?_2>D6;\+)-`SHC_'U#R_^1G^`^(FZ<1K/#X8&2'>\M%W2M'&BL'.@VB@.L'-AG+NA9 M.=!8.5"3#[,F!U@YL,]:"5;W#Z^'02R@Q7?^+ MZPT_!C?NU$M<_R#X8>'>]]9C7)4SOI+$]0(R?.]&@1<\Q@?!$N6;/GA>N!X, MTDGJ0S;\-AF3"/XZQ,A_WEF%;$\!L;AK/JMCGJMEGA M.:MN=ZENF\4+5MTV7]TV*ZQK]4IS]$JSPKU6K^Q2KS2+%ZQ>:;Y>:5::P.J5 MYNB59J4/K%[9I5YI%B]8O=)\O5(3QRRL][6BI*FBI*%%SB:XR58V6![:E(>L MV;MCLW>/>VY6X^;K-5D>6A3'K)64Y.LIOWB+6LU M63Y:""EBK:966$W-P5$QP4W6:K(\M"D/6:NI25;3?O&6M9HL'^5K4-M6P%]3 MH:61-('->S0Y^"G';L/G*#&'"YPR!^.]/_PAE0(':_Y8C=[>:WU;?^XA?`(GX]CP`[8C3H MJCRIR&CT*RU@M+OKFT-C+;GE`V>FN<6O%?CGGU01!$/OP%@HL^MM<=$.JZ&M M0&F60&D'*WQ)'R@1#HP9]$WO#SNLYE2]CZ*0^@A11!B1KH/A%_JFZ`N^[WKX M[S1.8*/Q5Q(+!P0(*7_@'PR&UY,P#1*62Q7E@3F+08 M8W@+1OX5#;> MI0\M+QAKX6TJ.P_^RORI'/A-FNND6D>DV=>AU8[O9S>R_':8_+:Y'#SI[ZS, MPC+I`3)IP^HR;@>)95++I`4F[9XTB$G_D?H:D]Z1:?_$,JEETJ.3B\I,>G)U MU#^IA4FOIY'&I/](`\NDEDF!XTZK,^EY74R:M4FEXV29]-"9M+I-N@7':5Y/ MA&72`V32IC91G&28],0RZ2$SZ4EU)CW99:=/?4S:LTRZB$E[;5/W^\RDMD!H M^YQ=9(W&^>V3-HN)FU8G%L6"%DFM4RJ,6GE`J%:DS&B M0*B;*1"R3'K@3%JY0*B[C0*A;J9`R#+IH3-IU0*A[C8*A+H9Q\DRZ:$S:76; M=`N.T_9K+RR3-I9)&UI[<7*E,RG]R3+IX3(IM2ZK,BG]R@Z36C=A,*!;C5PX MB:]>_/WM["T)!N.)&WU'AKMS?4(/XHD$*?DU#(?Q;R3)I:L^N_^FYTD/+9R0 MB)52_.I.R%T23MO-J,N(HY*I\ZED,@]5)#1G^RRYVQ-[;3+C7P\&(%SHJ0Z( M]^0^^&0YV__A^M2D3@Z%Z^>1:"L\GZ&U9?D5$$Z^0,%'E,R^^"Y5FL$0H*BG M3+G>SZ:LRN!MZE$R!H\Y7O_J!H_L`Y^]P)NDDW:S^`J44%R>)8E)WI9452_+ MD'74L;*\GWF\8.3Y#OA<2O'5QC`L%^"MRFB M;IO3$KN.8 M)/';&:.S[\8\-QN&PV?/;_G\]PH[5ER=W;I-&JT@3"UGM86SFB.S"H872/5O M'X,GP@I[WL[^'F+R@1?R8)W).(R2>Q)-U,=X2^TW#W^C?1^_\/O=K^$3B0+\ MQ2/58AZ)WY&'Y(X,TLA+Z$_M9$/4@`MII96=S"6:"3W-Z/XZ2W?U\E4/8'_, MSW7X^E,8/%9AZ^L4B^*^TGNH"/EWX@_OQU&8/HX_A]&C&]S1_?AD=C?QDO%; M-PK([-.GEDZ!7(7?\3-S*5DCK[-QDYL>R6'?@,J2'2H](V^0D.&-&X_WEZMW M*L5Q@664WEMF[5DS9)\8N`5F2$T(&%OAZYLPFH8157EOPV!HF7E+S+R0ZH?- MP=:0MH;T8=\`:T@W470WR9#>#K-6J_CXY`8M1]2M5,:AMKNWCM0FM?<'P0/5 M:NL/A`\^$3!\(9 M'](H\)(T(O3O'[P?\*]#DB/SM[^W_-&SUF=#K<]MNCF''R(W&(R]N.VBIC+_\%304H(<`!M5 MJ\E^U+JBJK M:PH:34,[J1MP!_8!(:=]=\`"<]5\!U90I58C&+8]K&+8STMQD"JB*9?":HJ* M6%G68]@[:VGGBJ&IJ%X[N0,'J0YV?@=VK@?V_0Y8CZ%]QI%5#,V\%`>I(IIR M*:RF6)ZJNI.#9U.JS$D/*!TNUEXX2X%:$=NK_N38%KS\-_Z MWI]_NE'+V\I6.?KL3O?GX%<+GED1L&L1T(HPTWKL8X7(0;+.W*)=*VQV+6QV M6+%M145#[(WM''S7WOHFWOINHP[?WOJV'_QJ`3)-Z$+N1W)3\E_4&(/_#!.H_S81>W9GXD+'P#2?HC(?U(2 M#&8,Y9Z^R MC[CWWUKE]IY;J[Q=]]E>S'9?S,.^%;O(L%A?=1]CN-97 M/:Q;;'U5>\6MKWI@M?.+!,*',"+>8Z".]C["!\W>>KY_8!+@8&KO-Q4)V%N_ M"N=8`="T%+*][S:7;*]WJV-7]GH?=NS+7N]&7.]=N._V>EM_W5[O9=>[MS?> M^6$'W:T_WM8H_+8G>[3]GMNPO!4"AQ6GMQ*BFH00)TG>AL'0R@(K"U:2!0NY MQM[ZQM]Z6UIJ[WR[:TWMC3_DVAM6^.VVO9KNOYF'?"HM/V9C+9.NU;-RVL??97LQV7\S# MOA46G[(QEVD?3$:KY79\GRT^91.NLNT?LEF6MMUBFV6Q5]QF60[W_MLLB[WI M-LNR7W?:>MKV1EM/NUWWV5[,=E_,P[X5%G.V"?=H'_(R-OYT6+?8QI_L%;?Q MI\.]_S;^9&^ZC3_-N=.`UJ5NV'4"DN@=;QO02,&OMY^__<,-3CB#WM]:=K7LNB:[4I:,DG=T`8QA3[KT_\EGR[_EOD2"H?I* MAL?%7PQ+X:YE:\O6:TKA[C:D<"\CA:U9:]EU?2GUN2PA4C,-M%&?HM M#*+#S#BV%VBH>&;[HR$VO3VU=K4<[F5I38>*O1L[JENQ=Z/QI2OV;NPH[V7O M1N,S6/M\-Q;'/BUW[P4;-30FN3CB8WEO_WBO.9&8+.]U,[Q7:B!8WFLY[W6K M\UYW*U%`I6;?D8?D(U7L40K;1N[Z+4Q(_,6=0?3U/GSK!M];&HD6+%+^B&W@0O^>!".C69[>_Y+]SP_O``>A7``BE<,O7],*/O!B]O&ZHM];$N,B7B)ZMC4SN0VQ$_"5WI/;2K7?I,,IDHY&5;UP9 MW?;URMEPY-K.;O&HVGH3S#)DVUS=U4[;)M]WGWS?%8P+`6?`&WX,;L(@(-BF M?A\"[3YX@1L,*(V01>`WT.<;ID%+!0)/#:^T7:X[BIO>D0II9G_"A@PU(A&] M??*W-V&Q-.IF%`?^3H1H-!.DE]^I'A M?42]8A]A?*Z'_TX9E&J[>6+AWC6(HI6(L`->J0F$<[4V7\LX+6.3W("*N[_U)A@H2_%?7"SZ%<9KKE,MW4-V+76TAY82SL!2;:,TU+&:2A(SN:2R6JV5FBV=D@KRTS- M9::&2K#5O,.;,(A#WQNB#OA(CX&QWBU]'_U5\'C'B),OO)-']C:-O8#$L?@< M9]S$>_+@D-O-F.7$41PYATHFB]T6$IJGF//D/G"G=(>,_Y8*I#_=:&C9?@ML MGR6V9?I=,?T[+TXB[R%-K+S?#N,7"6Z9?P5CVYHZ[6?]1I@Z3;7QM\KXUM0Y M+%/',KTU=0[6U&DJ\\\#;[>F3OM9OQ&F3G.0XW?(^-;4.2Q3QS*]-74.UM1I M*O-7M/,_TQ5$GNO+BO M8\_]X@XH_PTLP]?/\`5R6Z[?0MV)M6RL9=-DGW!K?&\MFX.Q;`Z>UZUE%ZWELT!6C9-Y7K#DB)V_`9DK=)F,2??'=9!1&$\OR&[)\&8EYO6P)H6V`^N2'C);6Y?T0%W2YC#]\LG2A5+SWP,O(4/\>\MM[06% MWL@RQ9UNBUNV/A*Z9%:F/?C='GQO*P=?,G'7'OQN#[ZF4;EKB_K_I2I[&+;< M.%GMY#-;M<+>'OWABGM[]`;IHV9GK>SQH$6\/^X"$NCWLO1/C M%BBFR:'(1@/%;%T?66C>/>#77<"\[!.G6I"6K;+KSD!:=FCM6YN@Y4S;")M@ M.VZ+!;7=`W[=L4W0>DZU-L'!V03;#@I9FZ#E3-L(FV`[T2T+![L'_+ICFZ#U MG&IM@H.S"9K-LY;_]N/\[7CCIIY_L^.$]OQ;ZA.NAOQW_>Q&P_O9E'6EO)], M_7!&R%T2#K[?8I-GSG+YZ@:/[+.?O<";I"TO$LML7[-BY]'!I'DB2:G>FZ'I MMEBQ%2!^-?"O^\/RKVG^U6EJ^=<<_UK^M#PSAV>^DCB)O`'VKE!J?O4>QX5X MPWYK;2P`7$`&J[3WB8'W4&WOFH&MUEX>-;&*>B>*>H=Q$GOBNS[QK41&Y@%0 MVN/?O67>-OQ&RS.[YYG&`JS,$RT+#+\]891-[=NVJI:-_1][_O7)B=;Y')9/ M]M;IF'?D7T@$<&70VGHW=J.V0_#,L1_F[')_3GL=K6"/_G`5PCH.JM4.UD.M M[*%:ICEP%W4US?0Q&(03(LMI/X4#K*KB8R;BY'9TY_HDO@M'":4^^1K.7#_Q M2'P=#*\G891X?[KM#WXL(((U"VN)S+ MYN_9LM.&['1'?-\+'NE=_>Q&WPE4A[[_,:5'U/+6H85,);LEEFS>&W/4K M"4CD^J`)AA,O\*A-0O_X1`Z'Q5:B@.6S%7P_:Y'MD4765!]R'>:S%MG.+;)] M8B=KD37-(MLG[K(667,MLJ;RV;S`JE6*C5:*30VYKL-.UL!OF8&_3\QG+;*F M663[Q%W6(FNN1=8BIUQ%-C5*]F`H MPI+MEE1H9_>]@PJKDZW4TZW.$1_<@>?3;=SX(;57'P^$'TIW;;D!H'&HN!TD M]R2BLG'*U:S3JP*::0*::@E8H:GK!+:NA+::WZR:FQG:JRA M?#47#-2JNT:JNQW"PUIEU3AEU6!NL*JF"1Y335RQ6H;=JI!&JI!69-/7Y2FK MA';K,>T;/UDUU@R/J:E\-:_>W^J^YNN^IM;VK\M35O?M5O?M&S]9W=<,W=<< MOIH+7&;572/5W0Z'HEIEU3AEU6!NL*JF"='"[7"%=9+:HS6VC7)GM4:3M4;3 MN,%JC29HC:U@(\ZK>)%%\Z*M3$SM8T-S!XGWY,6MYXN%N^0=3_F]'GAAR^(0 M"%#LVV\DD<,>/X5Q?.W[>LO);^3YGW]O)]\@0RS>'N<:;9,VMI'U75;AD7]Z M3_3]WJ_NI*TXK*NS2G&O^^:BW`Z2KA40.Q<06=OBY*A;CVT!IWTBEX&)'#IFI@3^V-*`&'4,LIFIH].5/[*+&EWI+^`04\JZB^=IXT://-X>@=L MMU^$G5M(@L("?#0W&HRINZ;!6D@TY>L)?>G`#>[='U_<&8F^$M\C(VJPMU@F M+-ZR\$D6;]Q6DGS^]H$\:(P%/_6RH7.$O_]*IBDEMAN3+U'X&+D3!KE0^B?X M=CL92\K\N5OF?+5LX[MBK%YEQH*O]':3_K>,U1+&:HZ/O%I-I66LEC!6`U5A M3P9[X:=^+MB[!F-U#Y6QNKL-`^MZ;;4P,'RE7Z_$FIM%L(S5&L9J4GX!9-05 M0Q)A$HLYWR<;,=;)H3+6R0X9ZP3%SU45QL*OJ`A%C1*+_F1"8EG&:HO$HE]I MD_%N5:$UWC^[L^ZI##?`3V>MC3R?G!UU3ZNYV_"5L[H(VS_1"=MO;TB?4JE? M,:0/7ZF/8\^D*(2?SO&G]A&VEV6_%2./]"OGM7<C'_2(7&:2EA^U5#NN>: M6#9*V.OTL:NL0OB)A4O:1UBJN2ZU5-V*5A']2CVQ,R=FZY]*

(2"X"_<3KT))Q,O MP;+1V0U]\V,8S6Y''Q,B/S',%-5?!\/W_TD]3.1^(O3/+2UI$W;]FO3@1O\R MJFS+Z-]A_?VZ#,4+`DA$:?>1OL?WR2!)79\Z3O27,(+AD!EK5>I8!IO+8'+( M@OK"0;/4?'I8)IK+1**'AEZ]VP??>\2"QOBW,+B!ECO???")JGH$P7_('+8F ML?:8_8;$^_:)/+K^>UPELM27E-(F'E,:W*4/L3?TW&C63JZANWN=VQWGA/E[ MW-O#[MG#;L)AU]3[DC6C4OP+Y23VCE=I"4EB&VC[!87MZ@ M,KS4UPA[1Z8\2]!&PIY<5";LR9662C`;99U&&F'_D09M)NQI=<*>UT78;$4R M]5E:+`K6J,@]Z=)DL53E$'B?PGI;M]_T2TYK_<[]OI M(D+H&J[T+TX=DE/K7@T&8MCY!MRH[B<\OI\3^<,UJ M35966AV6M&IRXU8=S&KE73/D74/Y;NXD/2L7#TLN[G!HHY5JK95J31GJ:*75 M84FK)O<7R,K%PY*+.VQ;LU*MM5*M'JY)`X^Q#,)-Q;EC MG1`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`[8-#S[XH9O(%717D*7_ M2(/>)5N#DJ5HL)Q=7?4N+WK]7E=?A/:>_!+^(+[_OT'X'-Q1?1`&9/@QCE-J MB(KE5)-B.3:8\_#\&OX9^M0X=2-&+"6ZJPFUWT+]U;EGLE?*L;!N#`-YX#^` M6?1$_2X8$IK')5 MYYNLZJQ[EE_6HI=FEP?K#JBA.:,?D,NYV&0YW8MN?CGZ2]CK&09N.$J>J;&B M#7O*$^9RH^,ZOQ`K6?(^;5$E\$FS3]Z`>IHDSJ_N:B,Z=3.+6^&]V9-[1T:$ M_GIX[_ZXCF.2Q)\\]P'@Q3P2%UFL=[(1)7N%,UWM]=DEL[`,?CJ_O.Y&@J-; MN)C%5^6N9>DJ>INLXKQW6J#2HA4\N1Z"W/!HUAT9I!&2[QUY2-1/OX7!(+?, M_B;+O"JLL?)"%M_AD@5OI!9ZW66WN'1EBRY4R1+/5K`EYJ]QE5N<7Z6@O_C< M%Y^:O3HTH":2>QMIB&[_,G_HBUXZ]]*6D&TC5=$O**[2EV77\\&CSR"?O"<" M4'=N\.A1UN5?T0BVD>8X+[XOU[R1 M/CDM6B=5%Y+=1GYY_8U4R,7)52^_OO+WLL7)MVZD&;JG)]W":]D+RLVT+^X, M1&%.,?0W4@S]L[D&6O9UY0K^*Q5T05I8TD9*@$J$@AXH?U^!3%%*AIJNSR]K M(U%_WC\OH53Y&[,+6["BC4S^WNE)X?"6K44SC72CJ"`\^QL)]5[!5UKVWA*Y MOGA]&PGWWM5%?H'S7SGW,.5:-I+G%_VK`K6TE^0\7@5X"9XG?0T5D208Z*NA MDOI'[+T.//]O+Q+*GY66X_Q-._42U]>^+]>VD82^.K\L"NBE[\ZN]2M)7"\@P_=N%-"-Q%1FI)/4 MAR@3O1.0M9-KW4B0]\XO"_)I^;L+$E3\':\#W=0T(F/(9#Z1C\$@G!"8AP[S MT4?T(LN%;R3NSPOV7\5EY"(L<`3CT!^2*`;#,9%!P=/-Q/]YK\`+Q7?-E17T MMBY8V49JH-2.6/;J#0)IIU540Z]@<%R=%;2[X4#::17=4%C@:;=PC\Q$TDZK MJ(G"LBY."BIKLTC::16+OK".I)U542"%E73/3VN-I)U542'%U6TU MDG961844.?^RP&)F(VEG511%47(4`WUK1=+.JNB!PBK.>Q>GA8M81R3MK(I2 M*"RSJ%1KCZ2=;:07NKVK9=?80"CM;"/5T#]9^3)O$E`[VTA1=(N17D,!M;.- M-$9WT>W=+*!VOI$"*1J@VPBHG6^D5FH/J)UOI$DNNB<%(VJ5@-KY1@JB>RKB M#AL%U,XWT@_]8GQV\X#:^4:ZH'M^-E>Q;Q10.]](XI^?%9WK30-JYQO)]U[) MDDP%U,XW$NJ]0J#/=$#M?$-WH'#?-PBH76PDSWN7EX4KN$E`[:);):"67\X: M`;6+C61OO0&UBXTD]-7I65%`UQ90N]A(D'I4B^EG&K8.#G&579+1>6\ M!:R_XE5J04N)6M>*61W^=9J,P\C[DPSE2GOKTE9T`/1.BQ=GP8NKK["_+BWK M62%6PJK5G6Y*/RH4>_W+L]/>Z8+5L9=66UFE&J(RNG7I_\ZIF7=Y47%E]Q&V MJ,R4'2(7M5EMZ66W$(DKOFOEM5RL2Z"\U55I#8QL_R_.+\]*([ M9SWL5-P;5A0F#H,HOV;?TU>LZN%!G^EI79[JDYI]86LO?"%$GQQ MIT>Q[*NW[L*5?Y9;WD(OH-+R3L^*4845%['0TJ]TN*>79R5%'F6+N`ECZLLA M7]Y1)^6=%Y%!\IE:B)%'ER&7MM#:K\9WW6+>?/$BUEDP]7K,,=S)6>%$5UDQ M'Q`+'T09Z)WW-UZJR/]] M#6>NSWWNZPFT(?Z)*`IJW0L53S4>OII+XF7+V703%735,K:^O#"[B45I3K6! M"AILR0;FKW_12C99>P4EMH2#+J_67[L2Z#%QHP%41&G)[_<_IO!9M>@*JFW) MHL]/"G[4PC6LM=P*2G`)?YQ=;K+<.WH*S(Z04^0+:ZV@%9>L];R8%YF_@,H+ M[590ADMXX.RB8'^ONM!?24`BUP=9,IQX`?;()]X3*:RV@BY0*.G&9_5BL\JZT9!`E(*_Y'Y7TZE;0?TO6V.\5BS3R[UUU50:=KY(VA\6K MNIU"&S_E5Y7:4`LSZ&J=GA5K6HJOKK`VD][412&5O71MZO M1T&(;7%+#:"E.27;[7=+"GQW2DOZ0'[=WU+!.5)YWN[B9O=J(K"LKKGT[=66 MN+C'O9H\7'.)OY&D1.8L[FZO&`(X+:PL\]*5UF-.Y5+ONZ!S%ZQ')/5%]NRM M&WL#M:Z,FJT$IU*>S[LZ5ZLJ??7BU;WS_#11^9UNMH_=Q/K.YJ^/O[SB"L]6 M7N%\1E,K[![KV="U5I@[X?,MKJ_DA/\@WN.8KOGZB8K31_);"F".U'O,8Z;E M5FTDQ"F3?">]@G-5:5TK;8D?SEP(=J]*D^5S MU[+)ZA*)?0F M$\#=Q1@"E=9*K7"I%TPE4KO]"JIKR?I.+XJ8(YLD,;N+`0BJT8Y>_;)8D\F< MX&),@HI7YBQSTK4FVA;C$U1;=_=RWKIKS%$MQBFHQB?GP7_W&SF9#&00:6UGIT6A(3IA,1B((-J,JU8EV$FNK\8RZ":#COM%738^G'T MQ6@&U2Y3OU=P9!H9JUX,F5!QS_T2*-*&QE<7`S14D_RGA8NR0?!R,39#M0,Y MN2P(G+6#A5DK!S-77%^O8BANO5C#8NB&51>N8@VG MJP90Z@QV+09ZJ+ZIHBK:*"I4*0B1Q8!8$H18C;6HJ;5)%`*=G-_"(,PJE+PM ML!@8HI+'?U0L*UR\B/46;*ZJM!P+S_!RS:G.S:D[I_UQ/D2*UIO970PVL6YL M:.UU&=^>N7S@=K='OTW%7,#:*`:S^\@-8E<,7<.??#9^:_COE%E!^;;;[F+0 MBTI'6^P=KF?MVZ6/N5+;HAFX2_K\'D3$]:'=[^^ACR`IKA?`BV\#Q8W7D0>! MLW<8C61S;XH4,EC'NRJ!-EW\MDE42QA[M\0I:^+O+D9'J29-"D')ZFW\U=9N MKBJKVDTO7WO)A\4'Z4\,U^@+Q`BI"$B2R'M($U`H]R'TC=&%1R%&CH27K+9I ML&"J6ZRB-KSL+='$9$_054GE9HTTJ5G_+<:EJ63$'A4KF/="`5X83&XT2P&6 MRLG%4#W5.**(B]L<0;D8]J=BH*V(3[,SH;":3[082*CB[BN<<07/J(#$4!9I MJH0K=")'-R.R"*:%,)@,BPT#1,R"BOLK0J6Q*I[ MRR`6S-_=51'1VO#FJJ`9=4T>7+<(-&EZ;Y4P+U;=W&HG5^.N*N$H&3VQ8@&= MX;U50V!:=7.[/K'+A9;+W+GV1NY8[2=6:;2$T0,[+=8-;)\*R4%AAOLHXK!L#*'+4>1G'-*Q1F8F^RM"G+B28G[<6)T-544O0G3 MS*`K:*\FAJ_.2:2L;;*@2,I<96]+D>511TZNN?C7IVYMHKJOAB[&^3#=7AIJ_B:93! MS6ZRCSI<\M6N?MFHR$UV4@GYL^ZK7\017;:UTM+B7A5$MES,WZRKTJF91LT3"5S/2O;W2'C)NPZ]090&0T?NWYVHV%N@^OWOAB\(^7F6^5= MY2B#'P;>^Q!&]^Z//[QD/&99=4A"EA)8T67](E^3\?0"7=;84Y8JJJR"TA&5 MTGU8E3A5P/JV(#NZ!:VRP29KH);!SIZM[/0^G$-^?,Y#_CE?"3W!V$O('8F> MO`%A5_4K&82/`3XE,YR@5P6(<`O,4RSKJIL2NZ*[N;J77=-,]LMH,A0F;JN] M-L7B+69TYJV]Z@[-M2>OOIU9)!FVTZO(@7&]]%&FS)DDU9-.-@W"]]7ND#(K9(@!+(X)PO0K6 MT7K$J22NB@6RC0C"5<$%708XO-4=KAJ$JX(16M\=*4\)[3((MP'(Z/X'X38` M*ZTE"%>OT*]E]]=V;S@+[!L`X9JMHRAV?!L*5%9!U5TVBV_=1:X2 MJ*R"L+O>252+E-0=J*R"TEO'?IDY7DQHU1RHK`+^N\R7,+[X\AA>%4S@^C1Z M21VBP3AE%2#AG=^^S<.45?"'M^'W+^%D\\&Z*OC%M4F?HQWL^[1"D')UR"!3 M0I4+/L`FR]!>E1 MS'XU*DYY5L$R7'%,;YN+!<_6GZU4B^HI`I+L:12N"CSY4CC!ID?AJL"6UVGV M]KH%X`1#4;BS]0U<8XM<)0JW`79YW5`O]83AJF"?U[%AAM=QV2^X6S7'X:J` MJ"]A2#.K7]`5N!@F/0\!4/1E3XL5C=R7.^R*9R]*ACD2R=,%**""U:PQE(-EH_U2IAAR5*9CM1^33_U M1T2]X-O1B"I#?A4`-ES,'-4F8(K!B*L,%NU500%?6JZ1G8Q:Y_JW3B9SEE#O MY&(79$(#JB`J<[.N>E7@PE>_HLL74'VAYD:Q='OG51S%7,E7(;V^TPEHV:\Z`*,9L#.Z6:CUP2V`T'_[W8T#M M.,BK4P=E0+PGP+97FS*7"CSJ7A54VRIKV63UYFJD2D>D;KQVF/X:)&&D\]'E M^E52A2&"A5NS<`EKK7;]>$QQ_,H:JT7!5OQ2'J8 M6;]PJK[2(PVT_-MB].YJ`J*WBD#++63M=9OKU>L68=TW7K;0-5_<64;E+0;B MKL;J9X4PS=)UK+ULH7$4/7%_T82R+52R0])V.';V>\QQ&A*#-H;NDXO2.GO^!_#0-N6.<>_ MVS\MPWG<8)7U[-A@-J-79$.3.T;-0J^="(6R7.;;-/8"ZM_HS%E/??&R]Z^[ MVK,*JZTX@'KEU18^.']4F5JXP7**@OE>84$&=F).7Y\5AU&8VXHP;+_X+AJ] MD%E!`UCMQ.`4^>4;F;N>S?=A4*<7A-*Z^Y@CS,"OC%<7N?W%$-X5G M5X6X@,D=L\J-VQ'EF[$;/)*O;D)N`W@\-47@/V"./%$[D_G0QYJ@P9[8O MWO[4KP*#;"#=GEW%NFLVEV=8(7EZ"8;KZM-^KH)"7(>@7 M)XZN7'WZJ^L%4*Y]&S#>SP3D"M'!?A48X=4CYJLM8K.%FU.A1P5;;AOK7W^0 M0=&K,K%^K"_X.)FZ7H3EG]1&>-2$=18TUUANI?RMU59V68L:,;&R]4<"S*OR M7FU]6RM<[E=!C5VRQ=YEN%\%TG79F15$SXY*9/M5 M\%67R=/N"H5"1JI,^U7`29>L^G0%JZS^NLU^%0329/J5T'S7';I\ZO?L)AK:;U-_]2<2K\HW(]UZVU6CA)50>Q<)K96 MT'*+PD2&*F:J8'$N,TC."\&Z+5;,5('-K#P[NDI!RMIICRJ(EI4GUYI)>Y@I MBJ@";%FCA[6T**)"H4X53,KJ$QG7K3!:DNRI@A59?:IIE62/H5J,*G".R\7S MJO5_NZW%J(+9N&S/9P5KI@%U"56P$9>9.\4>)]-U"=>41:)H1HF007CL+P8] MS*&:G12#?\4(YTKOWVC)"TV#94!L_>YY00FML60]S'D[DE=-1#'?>3%S2=6J M#4+D%(+**RYFTRW4%++?TNJKY*U7]Q'76[UNN`%F-?T259R?PN#QGD23=^1! M>2:+<0>K5=:(A.H<$[)\)>NOO(I7OEZE@.D5]VJ/(ZRR8FI,22.E?)WFFM8* MOM&\EU==8CT]:*965Z7G;/6#7FUUR@+-B@NU.G/E6444P7EOK[K&*IGE"I?; MT.JJJ*H*%WFUU>7"AE0-?'83"*[-5HIF&@1PZY<4NZVW.K-;K`+ZM@Q MG!N\E=V+9/H,*U/>A<\JT%D%/6Z9W"VI1M,*ZN16']=YD+;)4F' MQ`75O]X'[Y/W[R9NK$R=V%)^*/S\1['">O'T)_^(:_P2>CA#[_QYL7\(+N,;SB9_CP^N^[/#XK M>R&^X/^XD^F;_Z=[?K+9OS9?9#E1<(WO2#R(O"GF(L*14^_+WM;[>)ZH++SD MYZGX5U46S!Y"U<=T>YNSLLZY_7/!NBS8',.AO?6]/_]THV%'+?9C,#@V=I+X MOE?LX9>]WDG9N^5?NV]^,OMB+W9,&0V>: M/OA>/*8_T;O@4>D6N;!;XA#X-\R5`85X[#CW8^+0WTQB9S%E.AIIG(1^2?LX MI*/<8);YB/;G9S+O+VF<^0LL7/MKF$:9OT;$26,R=)+0B:!PBHIMK`"CV_)G M\-L5F`E>X5'/+TX?8F_HN5`E1ZGP!Q$4,WI$3ACX]"9W''HL,:"0TR5/IBFE MMZ,SHM%W?KG1F;CC0)(G=![="0$U%X<^76 M@*&6F'TN$,3H`XO2>I.GF=#H&A^:?1J]+1,J04"*.+'W&'@C;^#2YX6:=16@ MD/B=FFWTQN)L`[,$RER@WX_OCG6N-_JFCG/C!N[0[>@[^E\J>8?AI,XM_6^= M6_H0052YX_Q*1;\2W2@F(^+32Z?_)G']6<>Y>R9#$M#_3NFY,V+\1J#0"CX> M=YSK-$XBU_["-!D[_QM&Q$6)>S/V`K?(TNN;,QL:7/BUU]A>,"@WJ4$M M&K7Q,J]D-B2W\ARJ/A\H?=!R!6I!M7F04)5V0V]2.IFX>(6@^,-1=1.-L0T- MG,G*IJ%#K2C@NXC$J9^`:0,_]4Y.+IT'0GG.@J#,31Y#YS.)'JD6OPFC:OUC?K.IT\W2U;`']+!7?(?G%^I&HSS1E+) MJ]D'LPM8_+;\ZJB5952&78-!+1G!K"!.#-Y^?.+`Z-.$6."N+JRVC+L[\YG. M>79C2KR`'NIP!;/9+'5U_GL@`[!,72I4_AU".-J)0="Q*7?9>V-X%2#A!UC) M11\!]629EV5%3N0.*9WH;^%+OUW?O;O^_SJL".VS&WVGIFD:P'+A(!)O\)W^ M,YY-J#N?\:GN__E1U^C[+\!O`^=VD(0/)#)Z M'1IV9Z;3*/SA@4ZG"M[HHT][5P[]L`_94+/[";^$5\\%I\,*/=GWGH`^;&!G3GE![_2/U9 M&SBS=\8XTZP+8/:PGCUJ\`NA#@+^^N[ZQOGXT?GT)6-.P*]S5D3@D!]D,@4C MU_23T2:XOGME1*P.;Y(MV&1(9"N,/GL=8*")<,8;8]7WQA0'K6=84"HSD M<_[.JM.=.V4AW83'8$"]H[X6]#;2*RH-223?;(M5&843I.8`V%Y[M@\_]Y>SXLN\\L.]W'/J9OW3[ MQ^TH0MCQV'X\;43D.!PWB+^MPQ,"=X)GKLLI,/J$J6NU=?T0_WV/DXH0_V M&+U']%'A,RP^83;-U">Z;5CV-'X-E)8;1>&$LI;1LV-\VKWHE9Q@6?#=Y+M? MQ@O4WN++/8>5>L?]TX6L5%!,9N.ZD?=$S]N!;'66%[YB,)QNZ[>0_KW;,QS" M9DP$SX[A)3<81/:&&)7@=4U4Y,GQI3'2;Y1&$!JBK$]_XJY*1![I*0L^-;K* MD:BO$LLU2_J2"V0RFM78Y%S&Q9XK2U!AX1\U%C6<6JA1PYR?_H]QA0CZ*4P3 M:KH$R/`91].-C;_O'1G@]%^GWS4<*#9N>()#S\Z]DYK)"]Z#`U.K15WNW,)+K,89NIVL.742:=@48)< MBQ[=@+>PH*\3I0.HKD*OR&S4-`R&*3@M]*TROI^,HS!]-)RGIP\E1.0OJ;R. MR2.S9=R8F]?QZX8<-/ZH5PRQOR_-:+TRFLY:O`!6\;+M%_ZD.Q5?6#D'/R=7]?2E-?<]3OE)4R98!<6&XGZ(*S^"<1U7;%,*.:@2PZ5\W`'8_PXUDF" MB^0%`S]EU4>0%V+>8V+T3F)@AX56WJ7)C!/AXK0&;7;W?0:A(Q*9+5'@1W)Z MV3/K"5)J4V=G[,50NJ2Q##_:F)_)-*+Z.:(/=1Y0@`-&`V,%B"P)/AC""0.Z MB$<@=!93(4Z)3O\;AQ/B^`Q1"V.F$FY+^\8QU(+$\`WV3BZ<'7I3QM1S2%S/ M=Z#E.B`^XZ"A]X@1LB$U%OS0'69W,$BCB*6^PQ'U:6/Y5%<4EQ#8AG$'[[,W MB$)@>3VAF[EH\A.9>_9_'\(?SFU`,A\5OZRM>L/\!8`E*RG3/S\I;"CSUVR< MT?D-F",8ANHS-^&QEOM-AEFAE?T\)^4?GN?\GOD8_B;S&=@W_#;WJ1K+9,R+ MFC"880P1BP#?Z\68B^0\?"U#"K/Q#=^=0?P&F/XT\]XO=Z>ULK'9!]9&E'Z. M*/WZB,)K-)UX%B=D$AO>%$9I;FIXJ-$'"@'A]-_=92A/?Z[OLC>8%R5!WH'Z MO1M09R6KGNJD"PI!E%OZE?@G5>-F*2:*DEFMLN1_>'N(L63Y`?@5KS6F9@PU M4>*&6/5K^V:>]Y.J.%FD%0Q&G4T[+RNM/UN25]9U(7T7S!Z@K0?Y3]';<\2, MV8D;QZSN?Y+ZB7>F`6I:/833# M-XH4,!JQ_-T06WW`,H3`*-42UN1>B1RZETC?JN.,$3D`1%"<3JFOD%`71K*^Z\>A]MD) M5H?%3(2"FQ1G65/+GT#M-.7!&7-Y#&\H9$437V[,&[3>%]>L%5<,+G`I@!=] M2JD'%1-#Y]D+`OC,.\]]\,.5E_#%]2'$%SJ?Z/])9E/2-.Y#;9NXT4VE*U7# MM@QG:+68A=DG?PR<.S)-6/Z+5?`9?;Z\W!'QB=&*P#E'P#C:^?CQ8TUBX*Z/ M7(:!"G#G#\6,YB',$0S3&#I3!%Z%:I^A.TW,!Y70[J`TKYE;:G`0J=/?JH3; MAM+#'0X]5A,EK[IH;P-;%**=D4<2++]#^_((CS9B&+14KT?@@]!ONTGBD^.` M[%1LFSTZ1]%DZ,6RQ@T**S.9`6&\QLJ>?09C\]D;$FG//KF1%Z:Q,R'TYFEZ MOB2UMLFB=7>!.I"QZ[.2LRD`@7C#C#M!+?]H2#_T!)B-1Y03U(%"DS`U_K!1 MPO4GK'P/HM(=9\0--X8FRNT[YJ327T$.!?Z5QM3?XHG2&"MD/;.QZSF\8-S* MG_<>PW8_N]YPM\`^?B/R!^K\QK/8&[B9K@JJPHCN/TJN%+W7,M.@GD/-8/4I M.#F6Y>#58S+SA76"7C0\@LKA&13\\1O/?S'`2E!/Y"?4];#G6^DU'4<9/`VN M>YFS>FFJ.Z;--<&CC6X%=ZC^-/K$Z_21RDVSSV1.0<&.-TL)K+WV0_`/'JC@ M?_T*I:ZZ"VC8&46$'"4A1O!D,8/HY8"95F!/H@UCN@`ZT`(0 M(&O"*0FRDL9L7,_P\_[A!BEX4%06G^YG!2;^N$;RI^7+?^5!\JJL<_J=L(BA M/*VY>:ME2\\F6O4]93)(U,?S(#,`W6D9')SW*91+,2=ARH9N.,_8XPXEK8\= MQP\?Z3?1L\%,`/HI0WT%TB/-^22R?"]>"/,E?9H.*^!]#L0WT>>1JV5^+"5< M"@YN&BU]+O5UA_#<>6E);>A(`8`Q"]!X#Z,ITFB&75F(=1)?BP9+B=2X'.CX M=I!T3R1N(_S$41SY>[[QP4%?@'Q:"TO\=J;_Y?J'%W]3?"'8XC/&F#4P2K90 M&,M9P,U>L*$%.\?1$>)S@!7]F23C4)'@,@N$?+%[$C#8\,M^`8QUE7UI\TGG M?_Q+1%G_"V&3G10E5I@6L&52?(&.9;I&P$T]/A<#35?<6'Y8L6BT&F;7PCA) M46'YJ""C1+B[OIE[";IJDMV*VUAQS]EY+I?][5Z!LBVS:39]A;.]VAY6W.\< MAE]A0D+M&R]G\94WHQ-`X<;=/O->_]O1^R#Q$G95Z'<&^LC%RPS<^V_'CY5GNGV]SJ1,-U-?#Q%`5`%^!<)4L-YC MK6%_)!OV8]6PSQ)Q!,,*'/J"9?4T1T9@K;#G'CO7OL\<`_ZF[!@E/ M`*-!`H<`P$L`"SGF^%O+EJ:^B]D[!M^#2?PPF@!<&`+/N(KMIA'=#90)2>07 M']=&$&"F#):4X;00JJ?<.:"B4+SXZ_7U%]WA8QM@B\H@L:U"[L(&BN]R(H)6 M8@S^F/O(D(^H^S=QOQ/`Q,'>6T9LA!EAV4[F9;HX[I`=YX0="EUG&&D46+Y* M?++.1P$@0&"[#A0A,U@``-E(?<@-0[\.;P,;TXLR?XDF2G5KBP7<<$B7B`Q\ MJ#`%L99GXHD[Q.0@Y;0P;X4 M$5`W&-J`[C@'4OL0XHBR%YSU9PWH7BGK)1RAZ<'U`6+6B<>$)`XP6L=Y2!,) MMT,_4LYW8/-2=B'##J,RBYB((@WZ88)S6`>\`@.B$D!W?G**[T+$1(&/)MYH M1BF7)+`'7"R_7/I3AUX,Z1MJ%#2%15?465_Y300Q-OQW&B>(?=:('93SUKLT MJ@4$!JZBV<@R]0=,`P`*I`ZC#]6Z\XP^MPXP$80)X+?2TXK=(3(I^E/AUL/\ M:UY;`:5"(#J?L'H(CCG&IY`H"@-"?T=5/$+#'5&%%:6@T>CE%Q+!"SCV6>+^ M(`R=*'D&04U%=N2Q^F)X.8_31N01A#..!"`1R'+`>#.<#2%0;\3,!H9I=_?^ M!LR1T4@WH=^F/B!Y!C]E]^12-&.CV<;2083I?#1"J`D+I(D0_,U#`.D( MI&Q&:<4OY\A?U0*,,IJNX0B5'!Q>Z5>H39LY?+@5N M6D?_WD>$L8P3K>C,"YZ(7-L`&K=?D1\P(9[\U($WY!_O,T@X? MH:^5TFZJD/?`9'#I`7%009D!X@@@G:Q8X)5^K+(L4V<(Y<0)2`MLHN=V'K.W M$9;-+,.?%F#9C#Y_*<8;'QR3N1-LNO@P.T>&B6-^,+'&LK[G/G@^3ES3>81C MS!C=C7'P;4F:K(V;N1,.2]AS1H`Z8BI*0`UQ5Q%@3T%&'SNW$G4&(0='`#9C ME@#/5%X8K@Z@GL$@86A/VIY-%PV@RGD>$\./?0;,"JC5-OK4&NK)Q"69'>>O MFR@^ERJ=.9A4J0=2]F;`BXS!_YC%]F'`/RX=FO?*>M"?[#":+2I@2^JWRU)-CY[T;07==C.BF#V[L#3A\BY^B MM8.I*90K+-C$1('VYI/CDRXPH`X@R.IUKKY58IMWYEFE_ M/0MR7_R?UJ(V+,JX9VRAW+OX@,KV*@V0FU-Z?<=P89T1MQR$=4VAU!RP`U`\66,(<^<*,(W$]ZWB/7BUB'NT0TBA4H['_2,$%$ M+>2Y:82-!B!#L?U=/94ZJ2/U7IR``HX>S[0`\^^KV/#)8!VK9#=*"SE4DO5Z$-^<$]5[3%B9#W MYF'R3<==91F/RTRWR93*BP!U@G9S;QD2`?UK1,;0V?XDW8M70+2?FG>#E_/_ M7$'W2%F#%9U0W7MUHC3ZT)W%W-X%/`]0EUGYJ%0VI2*OY*$G%L#$&B@;$S5` MIFL`&!2$6;](._Z[,>61(X"QTS6%?N9.!O6DH$XT*CV068AN)*?/Q)V!FM@K MRNB$\5"8S)`/\DK7";")*>M"H>S1\J\P%PST)989>9HP8C4)O!Q,N?\-,;+F M5X%!LA3JX&1(DU7$.1/>F10[:,OFC)@=($L:K/=E,5H$`-?NU.9:1!?,S#`&):!T79?[U">`?P22B)\QD,( MSD7BL;L;ZY*1UY

\IWX8/+*_*MUPC`_&NMC\5W@L-B:)S'ZXU`\9,HWQ M+DT`5XEO"+MBB90=P\)2J.%*;<]D-H4.62J/R1.)9LX%]=8OT0CMGV55_K$C M*V3HXV&-GEX+CA!0W`DB`>+H8)Q%K(=G9EC$5IC)./R&27IMIXZV:A$;80$' M_K!CYS:-515SD7G4?\HMPX6:F4X MA@[.F\-85,)#A@-ZM3Q9[XR!*K#E^,-@;4$"N,?9IN\X9/;+,[B1X"'2(Q[- M,E658C(F1TL.1L=#5<%RRC*`+T-#50-R)JG=CIP##XF`3"RQ?' M*4[V=8/OW/V1/,1IU]$)Y")94@#RI2^%^Z8L?H8K/1'>HS+36"V_^'V!DE,_ M9;E$]_$1!EHF^C>@6GX8N<_H36K#BO,/0>*JCH)Q2%T.ED>-"'Z-ETHB*I+I1H9HL5E2:YZ.*(#1C!_/5.\1C&.BS9)=5@FT=76AD M2^M$9\^`T`]#2&;91^F=+7PNE_',5^SI'X4D(A4PK')2SSYH`29GF!(1;M<4 M.?>9]!4!=#3C6.95^&K` M0\!)H=HC-6]@3#0$I:$1'N0<_2;OV\5OT>4@Q+_\J#HP_7= M6SU29!C"M6P1-QC]&10G*U[?W626\S>(;-,6(P[\,P?SS(P@9V).D3S/SVG(Z>LV2T3J&@RA1"+`IPO M!M2.9HHZ;$$_DZ_4R/LKTU`,`&%(U:F'0WX01J_$O3*;>38^6]&F8&P*9L,4 MC-%7=JBRG0)@%T!8,L\[$V50UJ-A:_"^H#$*9KPR7+':1/KD,N3`,@4$8@FP M_HRE+BM:A+\&5@2$>S5W37Z&9S#P>6AXF]UL,[QG]N/2L""JLZ-[2LFC>S*! M>!!U6CY2]QKF_;0@0BCP5B+R2`WMR(=_/7GDF8U;T8-DF63[\YB@I',!10VK M_;-:[H'XX;-*R;/PE&>XQ12<+R2_6=4`9VE8V0C&\"1C'#O.1W:%)`%C/;7' M*B/9]G!%\B&=/%GY5=3[\:GS2IW6A`0XB01C(/)LZ)L_0+:P6+`V\GY@Z!`] MWEDV4(B%^2R3<"0J[=5N8BI-J*'1*5UPYG,LX;(`%TK*\2:;>-DV(%#\01@< M\43+W.WN6_W+QE'DAV[2*W2=>NIT&I M61#&7A)&5'.&_E!TW:GRBL&\7`O[)8YM@BPHC\BKB*A;S+D(5RAN=J3YUFPV M(%I$0^-8`RA,86!?1,VHB'X-A%5)H3R'8!=SG&3VJ8.5?$>8Q4X@_OB09`2J MV=4B=!GDV576BH](DS]3GS",'MU`S`8S'-S(YI>\)%6BT0N&*:3'<6@%'U^U MCQ;C`BG"KS>;YLQ+.&(^:PQN/6OUX>#[8:3/J<.ITT>(*:+IEX!_2/@RF'"5V#^BZ@Y&W,.U96N3]F2?5XB5$(.5)LJ)\&JY%0] MO:F;NA2/(?;D,9&HVKMC4>JAQ!K#^.>U%2XTX*$`8VU380)%GL`>[$FL&A/? MI0+N//@I0/1@_`G4,2%;PX+-9C$BD8*=J82%W(WI8;)TGT-OB-O#Z@NPQR'W M"9-=!.V7[S_V$7T^@SS0Y<_A\TA76W[3&B M0ENS4;'G3V>B!E\'RMY&GV<6:%!(:;-;-AP6U?'M&F*.K>B=WHG1J^^H-/3# M*0908%H,,UJ@K!L'K0'^]!>`NH`92)]P>&NSBX?EQH;:Q@:X,5'?S^MI8PDO M34UUC&_K\YO$]\&,8WED_8'N8T0(U]P:\`U'/Y6O2Q&9`@2O0","DXX_>+A@ M[&B#"/J'+"%DA7J+Z(N?C(:8L$27WNA]N[Z[<>[2AP2SUE>79T>]$^/JE]K> MJ<U3\Q83&`XNW!.`AA5AD,*AO1AWL,FPX+GP7;\!I$E\TE&[*!9E!&J9Y< MB*P"F@%UC4%5'3OWJ[V&!.B_8JL8Y;8Q6QY^A]5D4"=E@/Z]FN"`#E?97Y%& M+/HYF?HDX>M.1-B!O9)_$_Y"G;#OZ`]"P>)Q9@+&1*'U_SL=/BKW7P/$IT2@ M/CFC+??W<">QZ"!$R,/Y!,_2^!ACR'(:.PL/`VRZ_HP9BPI#(PW4WD,;)P-L M)YAHX*O(L,)LL/@\8!7,SV0Y+7DX1P^S(T$T#(L?4VG-83CDAU[&8IREX>L" M-;IP1$#"9\Q^>.0IR\^*%YD;*]G/?)6)@'+29S$`Z!*UTLU/!M;*R47S)51M M:FTW4E!$X%&K8>B8 M]C2,!SJ!5P:)%(ON`SV:$,0D[F-,%2'[FW;.7Z1L4A>W!*V97V\^A`);E)$J M;`Z%CQ3TV/\'7-/H[?+://?&DX&2A5BLZ<"ZQ#^"T7?H6[M8D,U=$"]9H/3%[A M!>1%=S+N`STSB%1(R?QO)@8*,2'9BL^/HJ/%9%55-UB\068YVL6/O1\Y0*!& MV_D9EV\J7#Z?N7S\#!44@_C]B)"8]?FB'U7VB`A&G+$$(3A30&&HH&;Y>X^5 M-Q,PEC&\/YVQSW>T2;K*M.HXDQ1`PH2A/>>53#U-(X]5T_,5E%A>/&(O'3'J M#HM")]F'+'T]U1V9V1*6XJ.5]X!Q?OD!WA$IFYF+ZX3D&K`2M825/@4+B1IO M08HQ)+I"#E(+T5:?]XDP0'T&1\MCYOS[F@'8`@G74--TCC5IEJ#2-%U%$I;S MCS\O(--\0[)\0]:\W,B\W%R_7&W#EFN)^:4+I\%2ULUJRG6LG25WO+JA,\^8 M66H!`3RBO(``"X#>"!N3@*L9JO4]>_3##RK,@D#1@2\^(BMA?95<6]6RR,I[!T?AQR,/R3*,MO-ZK"$))#X&APRH264<8@.]@ MM1F*2#ZO@OX;L:A@R^A9RE73X_@9$,(A@P?/0G'R1"@9(=_/U)ZH?"U=6T?V M#2#J#+,-*'7%9?7=(&"0-&[">)=S"1NL2O_-2X=B@G5IF<.>\T;1C9?Q5%]B MX295$"F[1Y-0)FSH]?)#+\F,5RY]=).UQ8;)(<:!XB@7,R&R&<"?2;&^^M*-+Y+!20Q<3)5QD(B)&@2NC>,=Z=-VV8U@4E;DI(^A#0-:7F*6GQ9/ M!:$CSQO7P=\3D1R@DX"'91@"XOMB/?FZL]F8E##$2-W,>/4C%<>TML%K8W&P^&XF%[%2S`G?'CIW/ M`A^.#=@F6*@);U=?5+$`=K]@POJC.#UPU$Q:A(;-7Z%/N"WKC?0;`I/.8[EQ M_<9`L$YPG_J[8C4O?P%B4B9KFR$UV(]+:V,^.[R=!LZYP+,O*1<.#?G^`6E@E'T#^*"5C3%<8Y M>9&`6)PCGH=K9@\U#&IG((^XO0O^"2!6/WE`IVN&V]#\Q:N++\OQ@-MA^,:T M?*[?9N>9>0L1;^%,)D8U,[>:]7%`:FC@J0H5`&#`>XEMGKQG\XG#-"K%31V] M4>I3\WU$S(TF*I*2)06.B5DR=9S>&D! M'<[J6#FKP^/E=Y(3`6>4FOH0$HJH<2G`XIGO)C_UDP0=A7M^[/P!^2"&U<)9 M.4$,5/J*#&*Z[#5&C3(8I).4U6M(-O>8_Q418'9\TB1\XM5LK+-<)(D9WCJD M@!G0H\B7W$&\?#JA M.I@2@_#+CP%AKBDU_X/'9*S`6NE*CAWG*P%#6C4ZD0`]%A4$YZ8QM@%+[Z-5 M\O;7,!QBD!LVR?J5/P9#,@*?QIC)/T=B9;24:1&?J^Q]%/LTFXC=0E$PP['J MGYT(!.3,+SMJ9UXL1T"Q\")O/,,*<':@>!DZ`I)"V>3`]"BZMC-S- MY,T224:,\T,7)S,T=>!$5\X"Z.T"_%G`5,>O`#7\)*JSB M$D"X?%&UWBF:1N*-N<4APFM2.AG/;`RA<5/J:G.';Q6QU77/4ATNM#::.>'Q M.H"IP+1T`$VXD!(X9CU_3YD">H8(KW\X%XF5C0,MH<\4OX-962I-Y@YC-,HH!]@*9O1Q MQC'#RE@,+42738<%YBXRS6NM;[DCFY:9/J-(1T_*[WI`@H!5"C$"9GB>`K$I]=K\62*2G*6#LS^GY2- M>=$^3_E.)3[E+B2[LM7&XIF^5U@L2GAI3HW`%\WFB[(?%]/#I4O%)VXIX$^A M)HJT,VSGE^@R5#M\UC2_F`!)CFU*$=.-OJ<'C@J-HXCCM,)GWD.LSK8 MR%R-4WFR4UFG'3F[2-04P]UX`"DB&`8!_V1%@TR'H>:&P@&Z^V9C`0FQ6&IZ M+Q"17`8LN.GHG`LRZ2AGFYVV-0O,+M%>E97K0Q5L,/I-&I&P_=I'WPO^E,ES M%R=SB'I$%Z"J!J*>`:'W&7T49E.&4F!6J#6``@HGU'!7A3F=0B*9/["03&Y* MH\>J$:YK7G8(@NAC0#W@1Y1)]42=M!=PQ:@'&O0"R-P0%HS'LKG:6D!6_T9' M[PXBI:%./=V`Y7HA:MXP$/:"//@'ZH&-/(E`9R1J6=_U^:R2^:)D;EXM%4X/ MXP-&\EE/]_SDJ"L]7;UK"G5@7%+\PLH&^/-!+>86 MO5JDQM4@M;0KR9JQ43%JL3]1%\:?BK<_]]B,BZ)5<.4C070#ZY.38X>RRA85 M-^2?*3RJ,R?NI%P9%K_#`6P04<3PX.L,M**0;O'I`_2OF_2#4/'F]&5XSBQ1'=:T&O7)0Y<^BW/X=`9L"=8,)`"\# MQSC'$>26F0R6LIVY^LY0+LA&@J&V,^D%9G/;-:>TS2HLE;T^/SDS'S(IG1GU M^Q1J3W+3HG[7>@Y_HM+PY.JH:S:&8S[>'I-REI'@;YFZ]BR.-:);R>XQ-J@Q M&O)6,L5CSBO1.`)6XG0,#DZL(`D@N.#[T/$%:+T$ZY]?.M04G\0(%T8-DD=F MA.`%G8YG,39]:*1_"'^0H=[P*1;U$_,EP'C%]4/S>+WRZ0\`0=[&>]QH$+DC MP\.)D)"RE:<#OH@;8"_-U!U\9P856C)'[A`2`C&)GF!V;$<&\&5607,>%0X$ M3U'!N-X!986$=^D\R;FVS*P5D_N.E<0V$8RK30;GJVCJD4-WO]$?6$.%!,))O=>&>88AKL9?-#M#G%V\$#!E[B M[]$-_YCX.).(N:!CCPJ2:#">L;E'V3\R_U230IFQRA"FHF\;PD@3WJQY%+)Q ML$_DB$"M`:@J7;K_\^[V?4:\>R/'0Q]%&[N`0P%="^6O*4^R^%A\"# MX3%85929X)P)6`]S&]2?^O;]W9?\8P/BHRD]Y*(\W)M`.FA"6_80POU*S<'AZ M0A"FILQY83"4([W+/P##5!ZC,)UJ=9XRVI(A:9S/0V8>)-J9M+N1J69QH3@- M?NTA<,5<5N7C?,KO6(A)6SXMMFQ#G;(OHYCE(6"=SBM1Q4,?-2@[H9*O:D3, MX'Y&S.7!ODX%0L7.WX035YODOL:+!Y[^0_A$N"A<>G>*X@5E&<1LX"ZB+\XG M$:#IK0?52JTM7M?$AA;`(Q9"\[ M&<=EXG5)01-ROS`;U\T(-F;HHV`1O:SP18&[\S##OXD1<$7-*@.MXB.P@%A* M>']6R,>RN!A<+]5Y_3P.Z7)<['\7TEB67('5X%%ZN9%F5Q0>2J]IH^>U`X6' MX52$<(T^NR[KT'"A7N#\PPU2?.^1C[E2R$<2Q/W8<43<5N&F1$3$ MN_*3_EP]V!4G$2%4B5/1I8>\7LG("Y9EN)'O@?\XY!G(6,.5X1@1^+*'F1H7 M]A.#4,I^&BW;5ITW/T\<_"6M"$4T@:@O**//!Q#TQP0?/X-CYVOS]XP\GHW5 M>!94ZS"Y8<->35P=3!H6L7WJ4*>\@Q<-S13-*(3PQD9BK==$(&AN`#@.DN&J"D`OD8DW>@QHNH\(#B>&-!`&"?;$,N`Q5:695DWUDR+=Q.*-"&$BB'M^/%;@=!]93O5XR`)?_ M'A]!^0B&#`Z-]D-WR,:?,)6I$/A@#4>4C@TVK#7$E_R>T+&%P!PTQ=<1;F>Q M8X%%:*36N#Z#CZ-"YVJK7&VX#QZ^#&2623/V';A9./<5')-L:+G\SO%D03:4 M7V1PB?>'5E"#>0[N602!]"E6>3Z0@9YA)>)3.W2VUC'N7$@GM@(*Q^U#%7=:L=@\XNU.5C7#93S$[O+6&>/]8H MR>AI*2-"*Q5TBBD+%UN?1<16Q:UX"$RM,C.5G1J%T8PM'+M%75ZFF3.8`1M8 M&*'\NARI5KUV&);Z,6"`#S)_[,@HI>B=G)75CHNKJVI#C;.XV0>RH_RHI`L> M)HQ"/7YOE^BP`'$>A7&&Z2F<%Q.1FZ_IWS*)HTR])Q>4 MLSP&A2"HC)U"UP!'7%*U*=RBM)=LZ27+$%T0N<#5T/_I4SO3&WFL=T7+&GS1 M8\,=/7&`55YNK-F6_*18G%=V@Q8OXDY[DJ@+Q!X\]5"Q"GWJ8I.5 M!\1U'Q&?@%7+S;65O,4!C[IBBW*\,/-2>+6_R[-2KC,.8UT*:&EATU$ODBM3 M@46]C.=+(CYC0D]-TTO\Y-(_IC%D;URSA)J&'I:UJJ`@EJ74"EBLAM8-W9G" M78,8"H$J>(;]@T@H+B;SZ(?PCT/.9+P@D#^.#2D:AVDD/R;*:^:\40X?8:]D M\A[8%88X,QQSK&;#D1,RHO,]")\#P>:L=U05\N3-8IEP)4]PP,+YD M,>5XX".<:/[K(YXX@=@+H6Y%"&,9V!?5B!=>&T1W$V`NH]D^UOU"-T)NF(^G M8GO%:\F,TA%X`WQ2)A7/:LZ`P0E%.TN$\614G(D@RF$,HOP8+`BC%W+,O#5M MD!?@Y9*(84L-&SX_;UO*Q+19*ON"U(1X#>Y/=N0+?2I8@\'SY$9VR+0]I40Z MX6-&\SYW:\*N5:I2T\IUL@;[*3T=\;ARXLCR]+5)5N7@_5<)QZL:@ M864##R8],@63DS06F28&KXC17LU)5I(&L'!P1?B=!USN`^N_:32^U)T(KL/U M>"*ZWY>UR=D((01A*]3'J;MK%I^3/+"!5%K`U>CS*6,,V$G#O.X. M\PKF#C@BINH)E.A1V6ES[G1*[5HQH2]#6P\A03C'4=<@<(51```7X!6XPTZ1 M^CR]ACC\,%$0#H]C[\=*0G%0JVP65",!ANB)&&R(GV*?D"&NB2;,<,(V#F:& MT30Q7>6#-I1K#E8(7T++BIGU2(^,`3;9$LDL.)-FG5#NQ>1OA!A3-B^P-8R" M/:/.G-<8KR]R61J60?JP0!#OTXK"]'$L@:E?QBAV11T[_:A"G\-":+,E`$4P MG(T,2C<3EZ8FOQH^[!@QK6J-@-@KLH5RV*U<.%:]CKH;@[48F,/JM(A`@R;& M9?E5E&.,9&;1\L'*N:^.)=@R@D'E9!K#T&B87@\#F*$6*"@/,UQ.73YY;EDVE3@H&(#(4&@#( M4Z;TI^QCL2C482@)(X+N#8!8^(Q$9>4"F4@$CWJ(F*5T%!&200N9%/+WF4>S MS`'5>_\L9F0U6S9WB+FT;J:@/8]=[=G':A1AMA8A<$!K7+#XK/Q?(#+2;&=*+%XFX-+CY M"$V#4V,17%TF;A8WP>5EHS/,IV82$W&FI%2KQ,@@S`CA M'K\LJI,;\0JT#%*4Z%#E2$0B?&8@@<,>-^UQ`E!^'48V*)_."P`1AC3R%FEQ`B!]W; M1,KF,DI#B)?J&M.%>C$>@%_$"09FIU3B?.'_TN0,F"0L5`G'K8T?DJ>6MPFH M9")N%$"[PCGZ--DZE0):5DB!$#^I9T. M&D2_ZA`,&3J>T/:2!`C3Y?G_--X[)J70@?=T? M9M.SAF^.:_9Y?/`PM68?P9`+)JRFS$V3<1CAK#FSRT<%V^S;CTC.T,LKL%91 M0P>B!%$%?3A:JM`41RP-B\6RJF9'UK&FL<1?%G:DRNNJ#"S+=[*P1<-YL2&7 M?+$!(A']KP5V"DNW?V7@*1WG"U8I?)'(*1WG79@^)##IB:.=\WK>CP',BPBI M37G[$`,^WP"LNV;08&XS%Q824]-E$@90+LQD>>#Z,UX&.*8V*+WH@]Q$,UY8 M(`K,6649"SKG/B9K#V0A\X,P>J8I51+Q&&M?6&%!9B*:K,:FKC)``&`WC(1S M$QT0^%"L(6!SGT1<=D@F>)U&LC88)\1,J0K"&X@K!N,<&Y:=I]!/@8+QV)M. MA69G-82^FP9P"P,6T&15QEIRHSY=-DJ63[3PJ[ M8;$+'(,^H@+"PPFH,(J4)!Q,%]J:`*B%Z+N)HG`6<"^ MH6G$AJN"OP*S6B1_\#X#/I'Z@?+J&%[`Y\:R*F)!C0*6%X.VU9B#M?+R M:4G0;]"0RS^7\2'J/X4.BT2610F\)*`[&D:/X-L5H),H-3IY\@OO(W&G4ZIJ>%![K,07_EF2J@G/!(%&VS< M,:<9BC:XZ=F6'+9.P"P(HT(3$_TU3`:4$>.8GMW1A/I!"%&AKX$]AFLN_K2F M1%WF%&YIP,:J]UQVGC,+4\U`%2&E"0P6=EDD&\0\4#+@+(!'2Z`#"G2Y(.+J M0'18DP@A?P5I+[IK14`],Y15#=L2(VESTKOT)2)>AG"1S!S@;U%?;WI0!)DY M4P"IIJEQ6AB.'"P@*!QK:RGII`FTZ^5,&*AHC3PB!O9Z`9JQG'W$*&4E`7RZ M35^-S>,V&_[_P8!,D]("7"TK)/+83%:/0K@QF-=A@@3M.;QO^C3NTE-?>E`9 MV!$T:E\O,.QYFPB]EZ)5D%HP5.^\6?0=8/$ MH&I7/0,Q00:S@4__*'&#!J*G&\UA62H\(F3XX`Z^OU$6*)"!$O.-$A+XLS[Z M^0VUK,AWUG(9'(WU!S.[6)WU&\<%CP[2Q-R`GZWV-3A[V,XX1-PR_OD\#[U1 M>$@O65$WL+:NU!@=9\XKR%"*OHV?WFCEV&SX.SUWJLLG,>MDSI&<-X5JSL^] M/M]#0R>3(S,%+X*?!RX+:GG.'T-"[8^A`#_(F@`XD*K#^*8C^:%#-X65W`RP M$QTJ/-H%0TX;I#S?JGGKI5(#F^@>J%U"GG@56W:B.(LF\E)VA-T'T'AYH9T;)%&5TM MNL]Q$/KA(Q(UU`(H8A\H-^F"'D7.+*#'5Y`YE*L_"R3[H0==J03=*3`"U7!U M38QF0>*UJ8!-UE\HU!F*-A#;&\F;&D;%4(I`IX?6KI%N]T%B.I9DTNU`R`HD MK*5=^[OBK=P$ZXS)%R\''T;H;/+#A6P`,%WW?\0:^?SC-DYOR1F]3+1%(HQ8 MN-'*@]`H]XS7'!,F;`X#3SRH*I<9^%%1^`,/PC<,%?P7HT\[-?HTQ0KT*W[3 M(:SOA.CK9"X<.MY0#J*I!14`8FE^,9F>BR/N&(EN+SF.C#^AW.,:BA"U*T/4 M,#]."^Q"C9(6'`W3!")/S"OGPTT?7!^YLJ/KNP<7G.\'>*(TP"#[0:"@AT=N MU1\PS/%,[8HQCC/OR/?EIJEWRH:@RX#%RVR00-CY4:V@MK-A' M=Y&S*KOTP)I=&`6Z_S%ENAVP2NC7E56K!;F%RR+M\?E9J4K"T6F`06NJ7"2LB$GI@NH`?TGQM$P&=CAE&(89,K!@3%M:9+- MAXA!4&SXX!C5.O3K>7`CP#A2>10690,;'^5#4+0KZ&5A20A$`V(F'X(L:"-V M0+M30ZU#__",DB).6+"5X\#B)'69EXC5-8&JRES*1;N*8.ZP)6:CYAS#(&OI MT9_HXWE`#ZK\61"=_1GP,<@S:RT5;^:]4X7WGCJLMW54'WD%M,67=.OR0F/\,;?7YM@[JDU(-KCU* MEX^R286;)CC@#U'7V0IDX[L(+HOG,%O/,PWDD!IN"A5`W*P5#W+(5*!K5)4= M_GLS7K,M$S&-/M7LTZ@I3:^&83_1\(X=[B!VG+^89:"K\WH]6L8`AA=]:O9Q M)8M6O3\^#^LN4*AW\[%$-"TJ2U0P+^`-63.=+%M%WWC*$51:9JA]#`8P4./> M_=%X7[#*77J+TY/.@*V2GNWQRB8``4=/FD$L9+5P&T^0`*P0#T13YF09!Q2 M`\&P4AY*W'II,``Q.%R/O@11]:6UB0A2P@W`8!_WU@KDS.,,Z[%MW74LF=<* M#;H1=KO),I,1:R[A&;'2=Z#4>H9F8\-I]7T*' M7<7=U3Z\6.=1+\BMG6<=N/..4IZ/>P"*(,N!P&;U"F(D7]F"$#V>/XWE#'!C M_,(>.WS"9A@3\0T=J%"62R9CRJ/CD/?2*E6#@^I\[SO!!)0;P+=T'6.VC(P/ M]IY1(>;[<$R&BS$@Z$-D%(W)"8BNJ+%T*J+(#Q#Z%IK2)I]("U`;(&X6#6TT:DP+S1"%..^<[@Z"C-_1XU4/$05;9F2-(R._'=\=4 M#OD^2'%>BBW;>1$9%4+^3!KS/_-LBA./Q7!=,=)*#;>1+G?NG0#=S3'),V^! M)'\D;!Z!;,&J.L0=2=399+`8"R!_;G9BF\:ZUX-!.DG92@2"X60:D3$T.3Y) MS?8*S("?S.89$5N?^]&D...G5>?8'_8'GP33B:4 MGG?CLN:B!G&\=HAOW9A:U$1N!@\+>`8.$S:#)Y4Y/^?YN$BY.=A5`[?3 MD:F'887').'@.UXR+.T#\[E17D"I`IB4XH?B[5/`Q]"`)7=*Q(06[>92XJ>!0B!2?$Z-4?CP?#H] M"[@)''#'JMK%MO\ M.&_W\JA[8BXR.^><%AZ0899`OEO,$IN0V!CLJQ`Q0SR.N_0AP1,Y.SD[.JO_ M1-ZC/[B=Z_F%V2-8^_$;5>[O)U,_G!'3F`<.GGS9%1!U`]GHJN;`HSZ/O20_ M%LQYQ3%Q.WKX-0.AYQ"^&WCZ`V&5-/S=9/B3P*S.8.1)Y/S:34!N=3'T7U<- M<\`]*+!,;F[!V"*L$!<_L!BX_!B/IV#3.UT]:])64R.>J(LRQ%!=0*!NT(UF M.*I4*R03[B2$\UCOA?9J'GT7W?<0?):%G/QT:Y>6@E6R47BCKZ4>G%D94IZJ M-?H.\ZBW*A5IJUQLE8MB#1F=0+"?TKM9D^WDE(I.X;`_S)QKA)2#&$='L>7' M8'`,99+`PR$#"($@RXPD#G>I70QR_R/U9^I;5\`K)Y>=K%XPG+="-3/4A[5D M1/F<%3$8@#EDQV:S+2DMC?)IK"L1:D:4KKTA_M'\`DJ]EWCK-@#G,9Y*E[EB M'JMTG0FGTS@+5#Z]WEXZ]Q[$_XR!_/T3U_K]Y M\0CT$$-L@?4=Q]HO%(P(`AOQ`+$8:"G0=F0:5U_?4P@1%]8N588SS*C,B]*8 MJ<<'H?V;/4S:S>RIC.`JU/U`QNZ3A[@>3<^C*ZS;[.CH+%]#5IM23M$1`Y^Q M\TJ!H!0^@HA0G>+OA5F?:S5G$?>?LDH%<,:0ZU@3B836T5"_7\;9^&C9U3AV M;GBR?]Y&))8-@ZP2Y\N6&9/`PPY9V9$'VC&[4G&9)KJ M9;,MH'W%18".+.VUKW)A,&\3W,4Q1K3W4&CSG]2-$L-03(;C$,^0:F)K3R/> MB"0.@MC^O-X.0X_UR$;T3T)H\3[,W]*<;5CDB)GKN?. M,NZ\T*_4TV5_@?,10U7I#0:N%,G[P9ADI-DR+F/,LAJ#E:H=YS,]&LI@;N2' M6G41B_Q#BSYK1=-(&,8Y(NZ&+I"IT->NKQBYY1D150J`*J;H!YGD"$KX6,LG M[^I5%&2MB>B1W![S&L>:.' M8#[(2N`[63<_;XM__3F-CQY==_I:0PB[EHA<7^A#!QZ)[\F/Y*U/^>.7__XO MQ_FK^(YZ+3U6_.Q,?M+QAG][\?'=M_[EU0LVC?A'\I6,_O;BP]?;S]_^X08G MW6^]DV[_V_WMMW=DT&<_O?BEF=FDM]BY2LF>V3**PR^LC*+QV9_[,4O_H/7` MXL0:TY24C\>9/+E$(]`JP!%@,&.5'#M0:X=5E`,QTD7_8J8F0,&#$[#Y`S<1 MY9"Q#'M2PY2*Z&YC#H0]P9!`WJA;E]P`]#[PWN+7K M"0'T`^>55G4$)8#J-OYZ??U%JS;ZB6V`+2HS?&85 ML,1&2V'E?&`U!`K*/!,C6"*B[X*K`=%D264L*<.3E9`?>0@])40:'4>Z5W== M5A+$J.X9>%#F@C,LK,$`3'HY`+*L'!;<_P<"1;CS>EE8+@CJTM"^">7H'6TP MGYRK(J'-@.[\Y#0L20B5.O#1Q!LAJE;")O?@.&Z\7/I3AUX,[A@FIY9JT44: MD>E.-WGR7G]EE^1V=*T*<^?ISZN3VO2G@>NRHO[\JIK`U):;?.'?J>RL44\7 MQ()9UYDEK(P^4V:_3#Y42Z4U.`&$2;0^5MIQ">&AW\7@&"$X@<9-P";Y0)J9 M>RB8:@;@=<3%QUPB/H5$41@0^CM_QJKMCJCRC%+N`0OIY%'?*$+=C+V-F.MX M#K6)>AP9Z7T*XX,@#(MH:G](1P?1"@R7SRD'EI4)WKV_`=-H-'*4A^"\37T? MFGFI,Z)9*MV32SD>@^73$JU+#0PB@'RAI`&83+J[B<`VS"K0^.4<7:"BTZPG MRO>/4.'"X95^A=HG,=;\=O3""_S.W(QO.]A4SJEQ]3X/":6U2A\U+R?!\@R0 M)`DO1GO0;$0O)?^="?`=L>J!4NRK-8HIO-( MR*Z6T=T,S-;X:*3)VMN9.Y%M!&&=8%&D!@Y2B8(R^MBYE2W?,!_,&?GAL[DI MN;ADA!VV5E MQJ^\)^W)/B`-8F]^"?U6>>H))#>U]I9B]POKSD"YHE7(PIYB!F-']C0[+O%O5IN5'79.#`_F_(RT])$TD-HR`N3.S%9V9!OD?9E7] M8F?&Z+LRGE'/F&>D<9%9A2*<&;-/+?6,S)YIW6Y6MYLQVE;R8RZWY<=HBVNI MJV*\OKQB>G8U5P7PBLP6Z4::D*[=Q5GLE>0X?"6WY!Z`C%&"!R''S><#T@K> MBK5.JUBGO;QU.M=>*[%,N_,MT_YZ%N2ZEJG9>.@2@[3,S%VX?05NP`T'[<91AY]M@NS M=Q/16(]J/2+031`D8TPDXX7*]25.4RI1759N"&AP&J:X("BJ)1W:1=.]RW/, M&[%HEMT_(UF@&/].]OE?"R2<#V$$H*WJ+WDF[^T!DW]4:0FUT2;S]T>-58<$ MRA]=`>0E#@[P2XYPDJT."X%0%5'DL?8K51@JH,_U-N'_I&&B"B6Q_IPY\0Q: M1X,DT0?3X4`O+];J>GGQZX,HGRM]+O3@2*-81ZO!FRAF$0(0.\1S(\`O'5![ M#CB>8R/B-%V&[<8020NU\LMIPY%-^/1M"9>!WI9)C>6:']?)2[@68KG=+L-O M:QXJX7+^GRNJ'REKL((C:NM?T M@:+U![)?E-$)P^K89\@'>;/!"5P^;$B'5$OX_!ZN6`#4#30^1W/0L.;T:;J- MPS6?7P'(2^D',H0\T%M%8(MB@&VV)4W,-])$[]"+IR%JG5%'3#J?)]45;&4> M8M4H=[#2!=,A2)%4-AM%4$QF^+E+*C1:BDK1S`$"2TMM7\89@2SJ\EV.IH*X ML]J=TJO5K[_>%)1Z[N[$N&7D]#^MQPGOJA\$C M^ZO2#:[Y9="#5<` MQ9E-830AS/!Z(M',N>@XO4LT0OMG694/\P;XW@>`V&H"S3=`.'&, M:XGU\$Q8%DT'L3&9I-=VJD^EDRBF&.#A#V-=Z-GCE,>!\.9:*JI0PE6:P5GJ M,J[CYJT2%_E:,2K2WP.'4>T9XR+B%*TL#%9 MN0$N2PVEL*2')!/HYU'XB?MO:K2K2:=1;ATL-!^S(=8(-8NQRX2'F/F8"8F" M"?`%@42G55,%*1U2F!=([;,H=N)0]H)"\^!_4GK$HUFF"C<[;)3G0-3S1&`' M?<^A!CH0RY0R]:\!HYNENDK0.L'GP%?)1D5H:0!^>7"#[V(ZMN`A3KM,!SZ; M&DO-JPZ.P@:\!.FQ8)=CJC`0I)G)1U[SWQ/2+X-=;F@9\0$#7XR8AXDXZ!Y%*91VVC399/V`J8G6&3BVK,C:AV M=+F4K?;,#U5>^E$J%@J?RR7A\T6D^DN&/E,;QMG5M^>Q#R_0,/GL(^0DL%(1T,=L5JW1&1[-,3)::C=Q,PZ2MR#&@ILF(`XGNLQ;64+N(&`V0\O)Z)Z]W=9);"`-4O MNV?'N!NLO('>,&3V$D*V6/V#IEEPF)H@R='>2*&">Q,8".:_^DY M36)E_9>96$B3*<2'@/(9D6@%:8&8G(-R#\-;`B(**LN6OR,SS)HZ8JF-WLTCCF2M'';,!2 MU;W,18HYVX,@)2K7HWMZKD?WU$KXI4"'"DBC]3LC_P93J8@SU2) M)MDL;J8Z0@QK<^GO!M@.D]6Y#\0/GU4-!0N6>89[L,$51/*;551PEH95GV`, M3S+&L>-\Y-,#!0%C/1?+BG'9]G!%\B&=/%FY8-`!*Z@K35WHA`34@WD.,"(C MSX:/JRZI,!QY/S"0B?[W+!NVQ,X5ECHY$JTH:C*5UPYG,LP[0`Q*V% M$SG`#($Q?#RS-'>[M1<\*H$]5_H6$#$')$C81KYZ\?<;W`+\2XGI\ST0TYF- M(C`F.RO8:9-%]"WSR;)K%PEE."4M]TP-)1@J'D;4E@C]H6B-U0"XYV6?V"_3 MF.X%4L\\1Z%BQ&XQ"R6(H$[6 M8XB-LTPD*@R&6-37*+$&3Y4%+2YTR:(`8[V-:@HT>Q(KX<5W:0,K6#A8H&X. M0A^$;X1L#0LVF]>)1%)ZIE(X=L?,#EXB-O#DA?P"2`;[!/%.0R4 ME^D"7B[8/?D?G"X1,H<\TY^_:%"9(V!EQ)"MKO'\"]T'*_J7ZQ<+4I.I\.WY MIG_*IK]2%KVCU]2P@$("FG6!,J>1;=^E9V,X.&@T-K6`6^8P2X\R?3KNW"4@/WRCHHI/YR">K@)XR2^#H90H>^# MW4/-ZR\`$A,ELT_>`!,^%WO@2PN:.!I1'*0*LHE.%T<0QA&4:;*9+#E M"'8#:D(`G.'$-/9@G`P'PXF;W1*4G^"^B+Z%L>M&I4-F:/C5Y=E1S^#0<&XL M4$\A]=@&L$H?-X8Z:C)-H4!*[I\%=ZGB&G8<'V&3.MR#(-$SC/-CKA:,%UG` MDZQ0=(I7]4],.`V@OG\P#F"4%)1F.2/Z<#'%"6KC!=OP&E(Y+(Z-0!R,M2<7 M8M$`D$(=>5"LQ\[]:J\A`7K;V`V)$VIQ>?@=5E-#7:H!1B/4@!IT#\O^BC1B M\6(8W)CP=2R;\)?Z$NXWD,4U?D$S](8)X7+:\L#ZC`50G_&C,71<8"Z%V.G,IM'03`UPU>1 M88798/%YP"J85\QRDO)PCAYF1X)HF$B`P5T)$YW9+]S%<)"70X?=0,X+A1GX(>=&TE%C>BOQBJ;K7.+"DH MHG#F^HDHW>63[,I'-YD-7FWR-+VBX:9PGB/]%K"(`LHQ*KRHU3!T3/M%QL.R MW!`">7V\^8P>[\)$J;,R.M M608U^SA^MXP^\Z7A]*E4*3IS+K`.X;=BC&?^;FTB0W4`4KUF!YU"O("\:%)& MJ:#G"<%/U63F0@1+HDWPH^AH$615E0\6;Y!9CG;Q8^]'#K6KT79^QN6;"I?/ M9RX?/T.%-B)^/X)IQ]C*CGY4V2/X>$](9X(S!12&"GA6\>"Q\G0"QC(F(Z8S M]OF.Y*6.9EIU8"`H/15A:,]Y)5-/T\ACW1!\!266%\\O2$>,NL.B4$VVVDM? M3S709K:$K11HY3U@5D)^@#?-RG[]XCHA%0BL1"UAI4]QH*T^ZISC7D-LV.=] M/FQ&!T.XYA%^_GW-`&R!A&NH:3K'FC1+4&F:KB()R_G'GQ>0:;XA6;XA:UYN M9%YNKE^NMF'+M<3\TH738"GK9C7E.M;.DCM>W="99\PLM8``PU1>0$".0&^$ M35[!U0S5^L3(>Q%F06S_9202-=>@-LF/!$JCX;U2&:+*,Y_]`!".!\*`PDIU MKXB2L8">4,7\MN4PZ`QG/KBB498D7NYJ7,>&D$+-6"A"@264SNVCR5+C#R(# M7WSJ7L+Z8KFREN'*59V08`DA8Q9>X^#BU-CG4;4/!96D8$#:7WF4K2;S$S\R0+WLI["H>C,DP];68KGH]IX]\?XY0F3AB M1HA(C35_B/T@]Q+I$)Y(]Q)\71Z41D,9HR2BMOV4+]#_I,27[FAJD-%7U"V M6Z5XA&(MH7XV_-$"7X/R6QJ!4X4IK0F\7)1?K2J&XE)AGO5LLC*>(1;Y<JPA"20\!L\3J)UE''^`S86T-=SB5L M;C3]-R]TB@E6T64.>\X;13=EQE-]B66F5$&D[!Y-0IFPH=?+#[TD,SV^]-%- MUA8;)H<8!XJC7,R$R&:`\"?%^NI?ZY2DH1:*-[Y(!@>-Z^#OB4@.\TL@(#,,"/%]L9Y\ MSLT+/"S,S%&'GI$_H_J54825D@&E4*RR)B0.].N'SP):67NS$H88B9LYCQZD MXKCV%E@[@S#UAV+<&@O9J?8.[HX=.Y\%!.+0&XT(M.\19C6I+ZI8`+M?WH27 M:PM'S:1%:-C\%?J$V[+>2+\A$_<[B>7&]1L#P3K!?>KOBM6\_`6(29FL73(R MPTR%3K%W$3'TYM;Q7-95QV-`P+$?EY;QB$T:F1]0FUS65BGZ'.#6"-#1V'FE M5ZD+`$7X2<7]18R9%0N2+-#B3QW'=Q]"PRZ9>?]S!,W'X^3(8TH7K7EHE3,] M>XYA93"9B;8J)?BK9WPW&9KMBW1!G#\2#L/]$PB,,CD.JE(Q`>NHPY`LKV<0 MBW/$\W#-[*'+ZP#GW?6L1!#BXPLUN!(J6@"M<;JPN?FJ_1+B$R`F?_*`T-<, M8Z0)9F-4#M.YBU$O(5SJ9ATST((K,,&TF`#3U7C`%@( M7FQL`N8=O4\]F+RYJ<>T.&LCI6SFD->:B@Y$6!WJ5L#X:^(&M)B]@/S4^6G M?I(8O'#/CYT_(/?%<(4X*R<("4Q?D1F`(#O1424-!NDD9;4IDLT]YFM&!)@= MGS0)GWCE'L,=$`EQ-CX!TMUL>H(;R>#,DD[Q/$J^\PD\8/!;P5B'$CO5C*T" MZZETU[)7D`^%*+F#>/ET0G4P_0>AIA\#PMQPZNH$C\E881?3E1P[SE<"3H-J M02,!>F M&$$]D(49/CTY::V24WI"4`,/AW7AJUW7+&DSVM6T:LI57S^*?9I-EF^A<)MA MQ?7/3@20>>:7';4S+Y:S]%@(F+A,..2,M:B=`%#08T)04O6IPY_$FMA5ARE"5+"@S%\(&QD M='4F)8)(!&,N!OIR269$;(9UW7E+!QDEQ1Y#-4?O@8&V8KFOZ9QJ$$`B<>2/(,V13^7OA[S.HW(#/)0A$#+Z+J"9"M!QA[`.Q2S`QQCT<" M=ZO8$1`N7_BN]QZGD7AC;G&(HIR4#D0U&^?9SG#2)L0!;A6QU77/4ATN-#\; M(L>C,/`5+!T(H*T;HD3'K(OT*=/DP`8[Z!_.1%!=SUR5_ZI9YK76"=^1;?!,.;X32!!8>OX'83=,7CV&F1#' M8"GJ]_!AYHR\*$[DS1(V=@%\59:QYVXHP_F'!*F.8Q]1\+B2V$C@#/(4"E[UL-4!K:SR?H_\@3^ MDQ@"N#)Q=8]'.4A96O`4*4,3?U9ZTP5<"Z@BB1,RQ2DS.`-"KY>4:43)6?KP M@_^D;-J4]GG*=RHY+77_3B.V])=03[X M3X'K"C51I)UA.[]$EZ':H0:H=C$!]A];R2*F&^<"8F,V'@&RM;],BW_HV.WG)&2F/*>EX':T!#-!7"0!@XDE,?J,LX\B0(X_SP M<"/N^V=5(2+J,.<5Z.'40CZ8&8_<*YR(2EG@%-=,U*TD`IEUS<]/CKK2-==; M\5!IQR455:P6A3\?]'ANT:N%EEP-54Z3(:S#'S6Y%JP4Q8;\J2BN7V&!H,8`H;S)\CC MS+2W.`(O3I^07B5T6@-H@["-\'2",F-:U"ZR6X_&%R`IBN,$(D+V$9_"$IN> M5L4J98!9C5,.I!X49839X"Z4;6;?XBEAI97TNR+\$JMR7D:&E[F3CF6I\!SJ M=W)./*9VX;7L>?=&3K^'8YKM>F9S//*V`GUQ--2QV MS[<2\=?+HY:8GEE+]2MK!?M*[_UC@'=I3H'4Z4FOO9:J-EP;M^MH^S5@E)UL M;?TJ'K#1O^I-DIM9I#BJ:S7RFB.=?Q9=)>\(6#FHK4S@U!DXQCF^-+<59;R9 M[(8:$E)VK'7` M.W(#;!F;NH/OS,1#V^K('4).)2;1$XRX[L@!\(5(]W[NR_YQP;$0YF)CP_HT^BK,ZO%GL/\J69U`(.E!#A_-L0)IC4/ MV>0.K35>$_1ZE6Y'GBB\E9_R4!YO3*#K.2$L@0R9$J5FX?#TG"J,4YKSPF`H M0J-S/@!3EAZC,)UJ);XR_I,A:9Q/Y68>)+KVM+N1*0ARH;X/?NTA/LM<5N5S MOLKO6(AY;S[4NFQ#G;(OHYCE06F=SBM1Q4.O.2@[H9*O:D3,P-M&S.7!]F6% MM<;.WT1DNC;)?8T7#V(/#^$3X:)PZ=TIBA>491!%@KN(T0$^'@1-;SW,5VIM M\=(P-DD$'K%P7D:;$K>&F]^:G0+NR`$FA@,SR@RZQR;H:0KBF7%<)H*8%#0A M]PNSD>:,8&.&/@H6T;(-7Q3P4@\S_)N8#5G4K#+T*SX""XBEA/=GA90VB]3! M]5(``\_CD"['19@'(8UEU1I8#1ZEEQMI=D7AH?2:FG:0C#X-*#P,IR*H;/39 M=5F'AFL=`^LT9UA:,'- MP;F:]#>8K**JMCA%+F051;,L7-*#[SWRV7,*X$O.*CAV'!&W5?!`$1'QKOSX M354XTUN"3.!0*ONQAIF;X_<20 MPK*?1LNV5>?-SQ.G\4DK0A%-#(X0E-''8`CZ8\J1G\&Q\[7Y>T8>S\9JC;Z` M,J?9!4N.&O(":^K@T+4+[U*%/>1L1NYH)FG$QW@R,Y5N.B$#0ZBE]0E-N%AH MA^?C8^R&AP'6?H@J1IS1RN"#!6Z=J`TP>@QHNH\(#/DV?+YAE-V,Z?FR9I^G M(B^\%R-`3#N6DY>A*LVL:K*/#/DVCMI5"`-)<._[L<)PY/B1JEU.!N#RW^-S M81_!D,%I\G[H#MF4'Z8R%=`DK.&(TK'!AK6&%I3?$SJV6)$0)#_5$6YGL6,! MN6FD7+L^@X^#G^>JO5QMAA4>O@QDEDDS]AVX63B,&1R3;&BY_,[Q9$$VE%]D M<`EKB590@WD.[ED$@?0IUIT^D('+:PD-"W92>@JFAW=0SSJ,L*H)3@*F=4U] MEVDNX54R<[O4-N913NQ9``;">DP=6EBWVC'H[$)K`\9E,_T`]-X2YOECU92, MGI8R(G2C0;.=LG"Q>UQ$;%79/W9DE%+T3L[*JMG%U575JL99W.P#V5%^5-(% MCY)#3N+`Q9$HLA;C_)BI+=B-D>05^2'42KY$.M,0\!,+?BI6*7FR*^KD,PP3 M2T@I9D+7T,DZ,!OW,PQ.H%&(QZ_-&;,%)\ITK`? M][E8K,$L6:6,#9JNP/$=4*]LM;JU%AAQG0I6V@.A-R20TW5QD,05,9.H8^!@U:IVA1N4=I+MO2298@NB%S@:NA(]:F=Z8T\UDVC90V^ MZ+'ACIXXP"HO-]9L2WY2++D?9KA>;Q;:2M[B@$==L44Y19MY*;S:W^59*=<9A[$N!;2TL.FH%\F5 MJ<"B7L;S)1$?I:*GINDE?G+I'],8LC>N64)-0P_+6E50$,M2:@6[5K,9A^Y, M0==!#(5`%3R#3T(P&1>3>?1#^,$,@?QV9QC<,TDA\3Y35SWBAG[+!7 M,GD/[`JSRAER!?HJ/QWQ\8C@RO+TMDA5Y>+]5`G'J1N# MAI4-/)CTR!1,3M)89)H80B5&>S4G64D:0.?!%>%W'G"Y#ZS_IM$0773LA#'KE`?I^ZN68A3\L#FKFD!5Z//IXPQ8"<-8^D[S*E5_8SN M\-]TAW+8P-R:>WWR'\_8C'R&-H/^-A8\H:P*6R!@CIV5>4(@'7,`.Q;7%H,, M.*]@[H"#BJJ>0(EGE1VJZ$ZGU*X5@R@SM/40I(1S''4-`E<8!0"Y`5Z!.^P4 MJ<_3:SB"`09GPN'QL0NQDE`<9BN;!=5(@"%Z(N9WXJ?8)V2(:Z(),QPDC_/' M8:Q13%?YH,V>FX->PI?0LF)F/=(C8X!-MD0R"\ZD62>4>S'Y&R'JE4$*YE9M'RP,^4M9D[@T8 MX2J.QC&.79Q@KN=NXSCD8PHEYX*=VV!OA4"F4@$CWJ(F*5T%!&200N9%/+WF4>S MS`'5>_\L9F0U6S9WB+FT;J:@/8]=[=G%@B)@.AHA<$!K7+#XK/Q?(#+2;&=*+%XFX-+CY M"$V#$X<1GUX5EHS/,IV82$W&FI%2KQ,@@S`CA M'K\LJI,;\0JT#%*4Z%#E2$0B?3@5"C$>@%_$"09FIU3B?.'_TN0,F"0L5`G'K4UP MDJ>6MPFH9")N%$"[PCGZ--DZE0):5DB M!*,%2CL=M*$!JD,P9.AX1B\#&D:>5F9JQ ML(D=!>6#EHNLG]`^"U#T':'8^'QNKOUXR>$8Q\<^IH$`S:F$Z='D^_TUWS@F M!_N!]'5_F$W/&KXYKMGG\=G-U)I]!$,NF+":,C=-QF&$X_K,+A\5;+-O/R(Y M0R^OP%I%#1V($D05].%HJ4)3'+$T+!;+JIH=6<>:QA)_6=B1*J^K,K`LW\G" M%@WGQ>4S$I8./6`S$MSDR7M]+;!-X@]A])5!FWR!"H(O$M3D79@^)*/4YRCD M,\G'%,;6DJL`:YX7:\ M0$(4RK,*.18\SWU,UE#(@NP'8;Q-4ZKLXC'6\+`"BF5)5BI($5PQ.!C9>.T^AGP(%X[$W MG0H+A=5"^FX:@#0)6&"65?/1-X-ZBYBR$P`Z6NCZ,72Q)Y^J_I0/%J82^C\I M[(;%8*"F/!U10>?A,%R82DL2#@J,:Y<%(0P\B],H9O.M.!PF%G]`%$;4#R41 M.#W8_S2-V)Q=\+M@"H[D3XXS#%YTP(>3/U!>'<,+^`AA5@TMJ%'`)&,0O1IS ML)9D/H<*^B8:;:G\P69&3:%3))'E70+W">B.!MXC^*@%""A*C4Z>'!BP$Q/5 M%!.C$\N=Z4[Q01&$\V4=3V'ZFIR:07P>2!F2`13U`'0W8I536\)L=-)L!PK0 M$.:]$;.5>687B>$U3.IWRC!B6:!#L,@#Q%C%.?,Q493U>902^87WP[C3*54U MO+L;5(N.Z.?08QS"Z/%'@+))1.3*"9^9?$3S18N*A6#E/.?KF*B;^PV*/F-Y<\Y!N:.>P!80`AOO)-H5`7>20* M3]CD:TXS%&UPT[.M16R=@+T01H5F+/IKF+DH(]\Q/;NC"?7G$&I#7P-[#-=< M_&E-B1[-*4#3`)I5#[WLH&>6LAJ'*T)C$Y@Q[;*(/(AYH&3`60"/ED`G%^AR M0<35`?6PMA)2%PJ:7W0)B\1`9CZO&F,FIA/GI'?I2T3<#V$OF3G`WZ*^WO3@ M#C)SII!3S:GCM#`<`5E`4#C6UE+221-H.\R9,%"9&WE$S&[V`C1C.?N(J=I* M`OATF[X:2,AM-OS_@P&9)J6%Q%IV2^3CF:P>A7!C,#_%!`G:^ M]*`R\"EHU+Y>8-CS=A=Z+T7+([5@J-YYL^@[X"J($2U3>M?@C\N^,()B:_H1 M\@:)0=6N>@9BFPQF`Y_^4>(?#41O.IK#LN1Y1,CPP1U\?Z,L4"`#)>8;)23P M9WT*^!MJ69'OK'4T.!KK#V9VL3KK-XX+'AVDN[D!/UOM:W#VL)UQB/AK_/-Y M'GJC<)U>LN)T8&U=J3$ZSIQ7D&D5_2<_O='*RD&CXKE373Z)64=VCN2\N55S M?N[U.24:RIH<1BIX$?P\<%E0RW/^&!)J?PP%B$/6!,#!6AW&-QW)#QVZ*:Q( M9\"CZ%#AT2X8']L@Y?D6]1$ZAJ52`YL!'ZA=0IYX-5YVN#R+BO*2?'+L_)U: M>T\0K.(3$19>8S8I_@E`[07B//7:T4/$Z?92WZKW#=F@(U=KQV:OCQUM5K)V M;&!]46]W\)UQBR@7RD@SCL'9$=DT\$:$/XF^J`)B:&=&R MU1I=+;K/<1#ZX2,2-=0"*&(?*#?I@AY%[B^@QU>0.92K/PM$_J$'W;4$W2DP M`AETGIRR(ZUW/:J@IALV67^A4&=HX$!L;R1O:A@50RD"91]:U$:ZW0<)]EB2 M2;<#(;N1L-9\[>^*MW*SP3,F7[P<1!DAP,D/%[(:P'3=_Q%KY).EVSB%)F?T M,M$6B3!BX48K#T*CW#->*`TP MR.(0*$SBD5OU!PQS/%.[8HR#XCOR?;DY]9VR\?(R8/$R&R00-K>GC;N7TBY3 M4"O`!7E#7/B`<1LMZLKC,!X$:6&OQ\XU0(]J;K*V)I"XTC0:1!ZJ&7YE72HC M![I3K:'.L*(EW47.JNS2`VMV@1?H_L>4Z7;`7*%?5U:M%N06)B\S>_5@-K>6 M68CF&8B)O=3:8Y3_S^+7@.F!=D%"Y*<\-$3E='154D+EI"@TU]('(K#.X4&$ M6W:LY6YP*6;#E;`OWN:7FT*O+!29SA3XK,))RH:%)2$0 MU8B9?`@6H8T*`NU.#;4._<,S2HHX8<%6CF>+,^IE7B)6UP2J0W,I%^TJ@KG# MEIB-FG,LAJRE1W^BC^A68$%T]F?`^2#/K$56O)GW>,U-P]:<5\T.N+^# M'`P5&O3+?Z<;A@[P&TK%N;G8TSV8EC"&!.^BR?3F8^*K"X M!HUWP^4*FJ;B]]W>&Q&YP_6N`(JG"A%68\XL0U\/J=>;>#'_;#R7D\_V@).U MS3KO>>M_DQD90LQLF8ZK+=U57-A!?3QE?5V<W='J-@`A1T^&@#=B^_`PEGTS"B=<0^46L_0'6^X?N+=BN?(4 M(5PRG4*"*X0_\\EAR+5'8>\^5MI/)RL MZ'O?"68:W0"^I:LZL_6"?!+]C`HQWX=C,EQU`]$](L.E3$Y`&$W-452A8WZ` MT&C3%(R$!4H&-`3$"*6D!EY(`XT%4?`P,+J8:Q*LB8$\=QJ(PDO44F',LYN) M^YU@8"]W>]CO$;H/.1Y#=+D6<>@MA/`@KY<(6-\JZV@/9AV];FS^.K/FUT>I MM(3552FB,L\VREI0]+X0[S&XP6P*_92&97L=#/%'GVG>N2;6Q1Z86)P,CJ"# MH^V\R;?A&M-3\V0UI"9&?&<0_O:&'J^_B3AL,6-*A-WY_?CNF`I*WPRLL]N)5BL\ZK M3W`."`QP$TXF]-QQ\TV^F1JSO75CZIH0N1ED*N!M8#K8#')4ALLT%^4!K+LG MCQ>-:FRI`4A#X%Y[%&=.420JIH*4C-70OQ5GL\)@$;A1<<&HQ@80Y%MQ7^`MKFG+]`9&,O7[L7QRG2`I.QY`>)!EXLRX#U@PJGW#&698"JLCU+#UBC M!C`O+<,A@=*'P(6V/>Z$#_/GJC$M/DUN%DOW<48T/#46O0[0=\)?R^H:'ICW M?X1/IB)6M=:B824*T(1[XV*&&I/`NFG:Y!M?'#PMJD:@-2=*F9(2+3(>YR*S M%0(L@2^+7#0E@Z?/JK"(BI\1\5CP`N4%%/>`;2Y^*-X^!7D.+8MRIT3,9M)N+B5^&BCL,<7G MU*J'#\^GT[,`FL'1EJP/1%Q[S/8/^(2@$KFHWT8966'A()04S^$1#B/C0H*9 M/?G?.FQ>+S$\\[$>[`NV?:./+*.E)HL,%V(&,XW[$*@,9.1SGL>R7,)[GV=S M>"S'J2`80]>;F4N,0_S!2'T$UB,#K!OU/)%"MZB/L$*$XX;_X5:^=PJ M5?;EU1[8EW[E4??$ M7!!^SCDM/"##+(%\MY@E-B&Q,4AJ(02'>!QWZ4.")W)VCO7 M\PNSF+`$ZC=J?KR?3/UP1DSCL3AX\F570%2J9`/I6B@$+8[82_(C"YU7'*^[ MHT?:,_">#N&[@:<_$%90QM]-AC\)//T,?J>3+ M#4(8J89='^('ENZ0'^.1*02RH*MGP`MJHLT3=:*&&)4-"-0"N]$,QRAKQ:'" MX87(+>NGTE[-$RT"40/R#+(XFY]N[=)2L$HVX6+TM=3'-"M#RHL#C+[#/"*W MRCK;NBI;5Z580\9/$(BL]&[69#LYI:)3A!0>9LXUPEU"%*:CV)(:\L=0+0P\ M'#+0'P@#S4CB<*??Q73!/U)_IKYU!;QRR6[*2S+=,#:2"-&4Z,@`=^S2Y#P!L@+7#Z M`R;\.-A:RH4:[T'5^N/T;B&%<:%WC(^]Q[$_XP"D/T1'SK]YG1#@`D#T@V$) MQ-HO%#00@I7Q$+88MBL0M&3&7E_?4P@Q(=8"68:!SJC,RR"9J<>'-/Z;/4S: MS>RIC.`J&/]`QNZ3AU@]32^94#C^RH7!O,VP5T<8T1[#S55_TG=*#$,KV8X#O$,R3"V]C3BS87B('C)YX.H M!Q*U50(#-G65U[QKKL M+W`^8N`SO<'`E:(,8C`F&6FVC,L8LZS&8*5JQ_E,CX8RF!OYH59(QG(3`+O! MVDLU$H9QCHB[H0OD4O2UZRM&;GE&E*0"2)(I^D&N.X)J3=;&S3OU%059^VL< M>WD.SG?+(@()Z$"`U:3?C8&[CP%75B"%\R\6Z8O!I0`S#RQ:E(20P$Y]!+K1 MVO#]F4)6+4&24N)"K(A+BF9C1%`3Y;^S&_X(U)VNL?7OSMYE_P MCL\8\7F!5@^NZ/>[=R]^N3S!__%^[D7[7$0.5K#YED#%GBS>?"_BPH(^W1;2 MYVHQ?19M?`G_\!I929U>"ZESL91[V"XK7Z5^"X@AWR3ET%NP-*AI=T<8A!1^ M1MI'*E&[]3^EZVB;YKR82:R'L]&$0I M&0KP#[IZG(/V2>OYD$2^6D3DZ[MOMQ\:8?HLH=3R'2^BUZWH-KUQX_$'/WQ6 M].DM]#*:0Y^C)00J;K&:O=RKZDU\=J.=$Z5KQE[.DZ*"Z]#+R*7>[DAQ6@\I MECL.MX.D8:2HB2M6L/]37R/%'9GV3_:3%,N-^>MII)'B'VFPKZ2H8(GW,F)S M_TA1P5SN9F1%=W>DZ-5#B@J6[4F&%">MYXJ"Z]];:('N6IWVYA!C.356#(7D M6*-?(:K=&&HL#VVLQQK]"D;GSHAA)(YACI^*1&RTN3J7B)7"%'62KT)L?/?D M6RL*88AZ*P5U^A7"Y+LG9YU7NM;86;]"/+U!9#9ZZ>LE<%7#?O_$PKKT%9!H M15&[T$/(Q=H:;/SE-UC1`JS@'&S?99Q'DEK\I'X%UV#[+N,<4O1K(<7I5XH;7)<_%RN1I0F&@"?+IB M`U M7[SATN^?0[7T;K6E]RXW63M]\Z9K'T=$(WR5FT]7WS_;:/7P;FW]'`/T/<<[ M_<#`R6]"F'@XH,SWPYND$_%CZOK`G&KI_37Y?)VW9J2L-I/QJQ=__PV;+VY' MG]U_4WDHYD6I=6;LE(^_?:BR;"4!Y8-?_*)TYDHKV63M9Q76GE.CY6OO;F_M MYQ76GG,F#=)=](H4OD2O!/S"?21=M>;5M?(\HZ7PGK>SMR08C*%_!S4L3C'A M09M?8$TZ)F3D$KGQQW3U1?S**]KD.5R_JI(B8) M?I6S8)?3Y`_7I^Y5,I%BZIKU%>)3OW#(4$&UBG;`^6?.WINO(7O&7R"X'5$CPG>ID1<,`<<*'_E[ M3$:I_\D;*7UT7L40T`._Y6]X.[N?35D<^&WJ^="QG3M6M&3P`Y^]`';#3Y,J MZK-_J>-;80\;;+J*"6%XT^P(Y:;[_:UM>BV?8Y5-WS!HY4C^;?4CW]KFJ]@N M=6T^=_3;8_RT7W5A*]GJ%[V-XXJ[L=5/*]OJ):4";.:1Z,M1<306 MR2X<9QL:DBLFD_BGYP*C,(/,,8F.AK`F+5I3%Z+?[S1WM.3;(!?C\1WQXQKG.[% M](?Z\]!QQ`>>O6$RIG_OG=$'.'`#CES?>PQ>PRF]4:\.H]?_#]-J;R;TG>QK M[%NYN=&XJ62XX&6XV*KOTG98X57=R[7V=;G6OKKK[*N[TK[HM^.I&_SM!=6$ M^;>>XVOY:QB/<=!ZQ&YZD_T+?RO]BK90L-Q(M'2IYQDNTZ7`A]O?[H_^>/_Q MU[_?OW901N%O/EQ__OCI7Z^=O&#`/]Y]_/^]1Z(E;VYN/]U^?>V(5]Z__[_W M1]>?/O[ZVVN'+XU-+DPD@+;3[Q:A`I<<3X''5]SV"ES^]FWYA^]@8/&9;`Y1]3(7NM"UW))"Z^J?#.K+JL64N,#_U*1K.>;R$G$8%VV MV24VWB:;[5]<6"ZR7+3A9D][9QNK'%.2W2J<>A0./,09DFD8>V7!JV;)C/7E M0(57G>=WM>MKN)Z%;X^EYF/I53X7*QQ;)AQY;;;S"%,1`DB-J('Q#Y[O6X'9 MR)O9/['GTL1S.3HZLB)SST7FYS`@,S&>8Y0&P\;+R(V"AW7?WHT6M^O[?MJA M_[3'?ZC'W^^<=8NS7:W`WR^!?S.O/J0E%W_M!-,P3!]\4GH1^P<6L]R,/+N6 M4Z>=TVY;U)3EUD/GUG[GZNRJB5KU9RREDS_Q&CNMCGW58M%LC>G=8$R&J4]N M1^4/N(>WEA2:5NLWA27;JD!;F&2K`O.6GJT*M)>O*9?/UHK9JD![TK8J\!!C M+/ODH!Z2M]DDU]%6!5HNLE6!5N'8JL#V%U/8JL!&'HNM"MQ[X6BK`EMY,VU5 M8#//Q58%[K_(M%6!1F]OJ\O";%7@01^_K0H\!(%OJP)MG56[ZZQL5:#EUO9P M:VNK`JN5]Q7A)V7!W^5"F.0\QG8!@/CB@NTT6Z^8?1\%+].;MPHFGG! MXS]=/U7@G)<+09&7+B._B`6O7$2+A2,J\T-]"_#5O3-#M%B(*+QL&;WUB8'N MYF?T-C^`LSEW@0N'-BX[+(Y;GEGBDC>ON*;'^2'8DUYYUK+&XQ8.XR`E99E@33E4#3\1"Q-2&.SN(B#=RWT`TCT]=C1"%=57:Z!S M`2@WAH&%1PD,A0/'QP^#1_:3I[8($+BB@E9ISWZWXY36[*VY!5PQ+J*T/FRC MIVI8O6H#[0?M/5_BZ6_1L-_+5_76RG#TUHN2[;(4N1$EI%<52OK9N#0R;(ZK MNX#&5^O1^&JW-/XU@A$+:4#-!=^2VI)Z/R3'!]>+%I%W<6@]IW`E=4Z+T>[3 M[61DV'NV2T\5,,^U5I7;@\UEWI;V6E1@]T$8)ZTXD*MM'Z9=>M5 MZEC6>=,#'PT]F,NZ#^;2'HP]F'TZF":(LDK*>A>&5K]H%_37"OSVMZ?KKY]< MSX>$PM$HC(YBUR>MTOF[:1K8(]V\1;&^GZ+:$K`-!*SK"C=5)S4CSM!;J\:N MU]N>^OO]^.Y8]"_"\%XH&]`Z&]U'$@QF5@E:)6AEN"5@VPEHE>`^OFKSXB)S M2A:?%\O*SOU5G(9)MEZ#Q_8[,.:MOU>YI]$>]8J4*FB]E8[ZLK:C7@.PP)ZU M/6M[UJT6X4TU\5H=>_]*XB3R!@EAC>+[>]4:X*,<#`&MEVP):(%=MJT]%P.1 M&RXS:W#IV'V8N+[>#.@MZG!LUN6P^JT-!-QG\6P):$:_[0TBC%EG">$]`6;]6O_MI8P7R=#A(O#)S(38BC2J^<,?&'3C*.PO1Q['P. MHTM&\$4GT^?;O97 MC38B2]&<-,*E/>D#*72UY>N'V!%W0P!+1^ MN"7@?E[AQ;KMU.HVJ]LV2XNT$[/=3GNP(P@LJ:WDV/:TAU,[[6'9M(>%[5,- M8]Z-3J<5[&ZG/31,U-MI#TT[$3OMH7%2:\-I#^MJ:3OM82S#V8-HCRIH:P[:]4C8ITUK=;-."EH`'0$";5]U%G*'YO5)V MVL.N;]#!$-#*<$O`_;S"5@FVN[C(G)+%Y]EI#P=75]^_O+!G;?ME[%G;L[9G MO9\RW!IYU2(=JQ5(U!_KT.LA;L)H&B(LS$,8#/?8/-O$*=HU;OP>=QYOXNQ; M36C/Q9[+GHBQIAH3K4[EV^%1-FMA@^Z6@%LO4[/#HXQKSX5`4X:KUAM!N]9L='K5Q-?AFU-FQ-C[MGEMU#"^PTZ.L(K9ZQ!)P]XK83H^R M8=2:E)SMB++:S@IK2\`])Z`M!J]?_;6Q(\I.CVK&/3H8`EI);@FXGU?8JD+; M%\6>C\^STZ,.O,+>3H^R?3/VK.U9V[/>2PFNF7L_)Q!`EC\-O2?Q[RE?RLN) M&SW2%2?A]+5S0E_G\%^P/#C[W4OYA.FB[W=[Q>]3=DE>EI$`_GTT>/WN= MIP#^+?;^)/CU-_R)P#*O^^>"IO=CXHQ"WP^?O>#1P8TZ<3JA'Z9?C)V$_GE` MGQ.Y@R1U?7]&7^Q"3?+$340L(1PY81JQNJX"1==<++N+F)P&$!>_+%7M#'PW MCKV11Y?CQHY;C/2[62!RHXL#5/.^V2>^)S0V$Y$I8DDY[T+%J/(7V M@I#;@VG/P=0EN%HF39LC(1WVOV$*)95.UYD1-W+"R/%)W'AI:&.HAM;?VV.` M&WO4FQVUE=@-D]CSJ@%!A+LCZIS0M08HQQLOP&N/R!PJ6$'CRQKLR==T\E=6 MO!]D-LEVR]MN^?E&7U6I8!G5,NHN&+5_TCSU55XX]->?T_CHT76GKS^J8I:/ MP3ORD%P'P\]N])W@]][_)_62V9TTT^D?;TB4N%YP'[E#+WB\CF.2Q.^\>."' M<1J1>[J7MWXX^/[+?_^7X_R5EGGU`FM\Z!^^ MDA$]B:^WG[_]PPU.NM\@,_CM_O;;.S+HLY]>_`);J;5>Y-R6TC>\E+X9^]J[ M"HUV5<%TAF&4P M6'704VN:MO51S6;WUM1'76WK0'8LZA^I4]*@E($]D3?4(XR;5)1DI=;R(L)Z MM'0=%3S;A*F\*\6+;CQRERWKVGF`H"4'C#V8]HBR2LIZ%X:6 M1>ML4:EA`_"-#H:`%F'+$G`_KW!3=5(SX@S-1^M?,*D&K!*T,MP1L.P&M M$MS'5S4.I[,]'=HMKS1M3BFH[4FT<(WVK.U9V[/>4Q'>5!.OU;'WKR1.(F\` MX)X#-Q[O[U5K@(]R,`2T7K(EH.WDWK;V[/:,:<_E968-+AV[#Q/79\#4A0(R MJ]^L?K/BV1*P(7539>K&=J:;H%M27@GA/0%F_5K_[:6,$\#V%X M3/RADXRC,'T<.Y_#Z-$-K"JTJM!*^TV]IJYKSWP@@Z&@-8/MP393(NT$[/=3GNP(P@LJ:WD MV/:TAU,[[6'9M(>%[5,-8]Z-3J<5[&ZG/31,U-MI#TT[$3OMH7%2:\-I#^MJ M:3OM82S#V8-HCRIH:P[:]4C8ITUK=;-." MEH`'0$";5]U%G*'YO5)VVL.N;]#!$-#*<$O`_;S"5@FVN[C(G)+%Y]EI#P=7 M5]^_O+!G;?ME[%G;L[9GO9\RW!IYU2(=JQ5(U!_KT.LA;L)H&B(LS$,8#/?8 M/-O$*=HU;OP>=QYOXNQ;36C/Q9[+GHBQIAH3K4[EV^%1-FMA@^Z6@%LO4[/# MHXQKSX5`4X:KUAM!N]9L='K5Q-?AFU-FQ-C[MGEMU#"^P MTZ.L(K9ZQ!)P]XK83H^R8=2:E)SMB++:S@IK2\`])Z`M!J]?_;6Q(\I.CVK& M/3H8`EI);@FXGU?8JD+;%\6>C\^STZ,.O,+>3H^R?3/VK.U9V[/>2PFNF7L_ M)Q!`EC\-O2?X]U]_9H'DUQ]E//D>/G=/]_?6#P???_GO_W*SOH3_T M@L]2>IHA1CV$[>N$_?C;ASW@8\,47^TVJ)\4;4];R[15!:[Z M:5.:G>V<9JIKYL:-Q^7TZ?9V19_SO5,[5]L@Y5)U?E&!KKU&W=7^Y47SK*/+ MG9-3MK:_#8/A,AIV&VA@7IDFXG,-S+.3*LY1L^Y_HPW,LY,J?E(#)$'# MJ=FK8JZW0RHTQ%P_.^GOG%.W9@*8LD?/3JKX.`VXWE45O3E"57%LZB'42HY- M11UMCCY5')MV"+8-2;FV4/S5]8(2U5'%PVF'YRCOLAE2U4/V*IY0LX)`#2>L M.O9%'AF]G-Y1?O_W##4ZX?+V_U:3MBU\@&* MU+#**?ON-":OQ3_>3-SHT0N@E^MU+Y-8KE[35QAUO4HV_F*MFL;^R3KO8M]J M4E7?@EKZ=@X.E\&MYA2-[!V-EPUG7^5J5MYH+57`VY<8M6,ZZ3*F3N9@MZTX M6+[?HHNWT6&TXJJV9K#\H1S(TIG95G@N%9YU#$A=)C8W$)(K#4'3>@&;WL\F<$>]69';25VPR3V/!@+$.'NB#HG=*T!RO'&"_#:(S*'BK+=^'Y<>_(U MG?R5%>\'F4VR,,\6YGF^T5=5*EA&M8RZ"T;MGS1/?#=1[K%>G\T?7C+V M@MN`_(L:^:5--V?=*C7@?7-MZO.7MF9+$3@T]R2`QY7W%YUU*W6GFFOEF;NR M57A"='`\62.&VH3,,>F]E*IR;,F+I3+,L"!)5NL5(V\8K53B6^C=.*FVF7D5]R!/@R2,9N^\>."'<1J5E<==52Z/FW+5\5(K M>SNA>LCA/S.U"+]Z6:;:X-]'(W?B^;/7>*:$\_NYE\?NUUOU>+H[4G%VN M87^?7:[C*/;.>VN\BWVKNE>ZSKNZ*[U*5F*=%3&T+_O5XX^]=4JQV)L,UV)= M5J@53A2)]#+&BN[?V<4Z['>Q8?32WHG:[D2Q.K';[U4)@?3FA$`,WQ^VJMW= MGW6J?:^JTK$Z5:[L8==SV+U-!>-J.]U8-%[LD6A<,[:)-F)9I0A[;K,KA^ MHGM:.=ESM0YGK23J+6?M$V==5*T=*VBAE79EE5"-2NA+&@W&;DRUT-2-$M81 M,0@GTS"`!%9;E%*-=4-K+FY+A4,UW7AF9E8U,G>E..SIUW#Z_:HU@SN)O9SM MD6AO1NAE,Q-M1W>LGG6M5[_45.O9'LUNHL/6^IRO9+1\+Z;D6FEO&JXU;*K' M6F<%8=,=UT98MI;/6L9GO9.JH;=M!$C*ZU?AWYL6'I1]G[+9]DI&9*F8$Y&8 M1$_T"<\D(LY?3GNB]`(#''_I:3^7X.;@AR#+TH$'3MA#$%H+8.V$+09I6 M&V`+00[HL&TA2/NC(+80I/%.Z3ZDZVTAB.6LAL33;"%(XY20+02QI0"V$,2> MOBT$V;EH;T;HQ58;V$*0/3T:6PC2-.O3%H*TQV/=GP2]+02Q?+8-/FM3(8@J M9EBU1&$.7(^(:O\*0>W?2'([^BJ*,F1-0Y49@@6`H>YI`2YIA9?/6>U7]_FS MFY#(HTN9L]C>1N!5O;EKG?OJ#0A;:>1W@;`7!:2M6@E;:=1V<42X,<("9I:+ M(R4+2]P(A.UT_MD77EE]:97F2U=@RSE+PPF9=^$H>78C\HX\$3^<`M@A@,;% MU\'P(WVY[Q,$.OP2A5,2);-/WH`$,8E+JIHN6H_;=5X0[8>'VR7XH694K7?U M/EXQ,T:_ZWW9QWH?K]W"FC?RI=[''(C(AE]VGXAYRW+4*P#L7ZV5OBSWU\G_LF^U:0, MQ8)ZP:OURMRN+A9&!;90_-R8<)0E;B$@OV*IY/*0_.(\@1445E`LX>4-.B.L MR-@*F:WP.!CAL85&@QW?@[6;2K;?*')`1U*Y]6-'(FE9W4.;1)+I#"E$RZ/` M]?V9""N0H8HTS`D(-+,48L^K]B\KS25;IVC_+:U6ZF"U4GU:Z8L[P_EUSL0=$B<)G63L1<,C:`R9%>+@)&J-BFI:?\#E MYK./=R@!V'V_:HL>L8=O_O#[IYL*>T-%SE;6KWN&]V'B^N7)S?UR/[8T*KBM MEN669@5OU1CM7U;M76NLDV.Y]^"XMW=5->AJ7:D]R3FL*"NRW*UNPV8W?UT; MMI9U72Z?S=Y(,6Z/QGH`+?$`/BZL#VR\_=]V$Z?1-DBW\0V2]OAK//[3RL!. M6[!`]P[`6I7/7T_"*/'^Q+:KCO,<>0DY"DG-*M[:HPWOGZVR+?:M)^Y(E29=%\.ZK M[I9JDMB;=E>4]"&,\(;^B[A1[+P/AO32KEI#V9:R1GLW3%907E;&GM["-;J\ MVNDM6J?:S!-53:M=K9,QY/7#[DU MAJAM#]%?K`7#=U%?KJY[=69/^V!.NW=B3_N`3OML8;5B4W5VNQW$/RKDV/;F MZE6V5IMT2RKWF]ASV8IELEX@TYY+S>=R?K*B4ID'!VT$\%7'CI6PTN909"^; M-1N[.=G*?2F(WCMH(0OUUB3B6K0F*R@:RLL6ZJWI9+;"XV"$QQ;*%':/*V:A MWAIW)!;J;?LBR;0C;J'>VI(9V#=(+@OU9OG*0KU9K62AW@KVH$7[LE!O]O`M MU-M!R'H+]6;!LLR0IWG&J(5ZL]S;7NZU4&\'FW.P>&(6ZFU/C\9Z`$WS`"S4 MVTY-G$;;(!;J[:"/OT50;Z(FV5@AL5:=K+*T[T225CP='ZEJCJ]>.$,R\":N M'__MQ=%YM@+Y^N[;[0>]Z-A)`X_]Z?>[=R]^Z5Y>,=+PO2Q[K5X_K?]>A.\_ MNT-R']Y#[/X+A.[?J8"]6'#_9*,%7V477'$5)>O/'Y9::'>3A?8O+TL7FG^= MMJ(;!0JQB%W4`GL;4;*;6=^*+U^'1?O]"NOL%=9YMGT6/=UHP?W3K;'HV28+ MI=Y^[2QZOLD"3S=E41UV!3OL;DM85QM$=M81SS^LG".-9?"G!0H'3V8.S!V(.Q,(X[=K9,YXHL MC./.TV^-`^6Q,(Z'=-H6QO&@3MO".&[?0;0PCFV[)1;&L9'G8F$^\>."'<1J18AG9Z6GE,K)5QT5W#C:^B7I:D:X=^N23GMG#L,"M?+L[$UKQ6S[YUMG)!>0@L5._]$C:*U6+X6-BZ\JC(X2-5E;=QE64+I MM5)9YYML=:4`Y7EM>ZWRP-%"27JV;9]UR2W(23:4I=914KM^S:0"ERVJL*RKRGY](P,=(_ MMZ$E?,'M:.0-B#-*H\!+THA@_BU,QFV2+!N%0NN611LM;L?2:W%)FSWZU:(\ M=1Y];0+RW)S'UNH4H6&R,H!_:#B#.H9I:=%#2^Y-]S.; M=]XMCJ&?+4Y>'X[A^8G$L>,.!NDD]=V$#)TAF49DX&$E94NN1./,CM9;G*]. M3R]_LJ=_H$;GJ_Y%;^'I6[MS3YE02-'$F3XWE*_W*XZ,L MIS:$4RO;Z]O@U/K*9!8#]2_M!(5_;]JBL,W&E_*&CG>:.>^0'U-H#7)&'+=V MAKBU)(-;J^Y;O]NARKI(Q#77QP+^1I]F?GW%=,1FZP,];WJ-9I^&;3U%4;+) M(R^+R;9-'J\7F`#LVN^*`:&#:\Y(O&4#!+OB?BSXZ(D M;4[/VE=J0KN^$&[&+X?9!YKE@KY9+G#4!3,KJ"]J62:[5F976K1NC:QTD<9U MK*(]!$6[FD3]Z\_K-&>OV-9=TLQ]UJR9(/L4.VI86Z-MN[5MMTWF3]MV:]MN M&W70MNVV(2EJVW;;D`!RBPM\;-MM(SBHQ25#MNT67V#;;HLBL3EBSK;=*C'3 M'-%AVVYYK:%MNVV)'+%MMXT4)+;MUK;=MDB*V+;;9HH1VW9KVVYM$X1MN[4= M$+;MMO@NVW:[^SBM;;NUY[V',73;=FO;;JW%:=MNK=%IVVZW:'?:MMO]:V:T M;;>64]O!J;;MMDK;[0H-$%7;'GZ-0FIMRY:'\T4S^Z[OOMU^T'H>OO&G?YO[ M]+>S^]F47/_PXF]0J?@9J\P+`S(9B5;8'"YVO8U=U+8Q4?13OKFS;6QNX2S; MS4Y-E"7`1$7YPT>M1*%\VU?GV]CWPL&U&^U;)%'EW\JW>=H[W<(^SQ8.H]UH MGQ]$=H?^_8/W`_XUYT35#,XZ=[IPM&QNI[T6R9^SA0-B-]K8[N7/V<))KYN= MVIKRYW(KW'I:V[Y7E#_]\]XV]GE6VSXKR)^M<'(E^Z=PURZWH?7.JI@RA6GD M9]W^)FN\5F%9'3V%_MLG\`_Z=7W<]-Q'J]U4LET*^O?T,K\;4RNL>]]5;)?" M*?8O"O>^GGUG('+$VL\7VB.5!L!?%NPG_8VKK*7",/I>9BT%HEX5=$;5M9B; M`G]1D';SUW)+#Y+^.GA$_1@#Y,=[AO?Q&U$,=UYA'/N20^L7%K=P"6NM=J%J MK72L_8OZ5[M0058Z^'Y!H%58[<<@<8-'[\$GUW%,DGC1J/KS2APP=U1]"9K- MU@;5&\,C*;P.'U^$H3#Z>"V*N,&_U)$[]2[WNM['([]V:M[#;_4^OBQC4A4* M2EZ>;(QY[<>LOT?]RG4OQ9W3^,WE9Q9024@E2>RQTB6`\AF%OA\^4YGEO'(G M84K=-,<+!.!/_-/KBG2J`BM8*P3+V9(\8F^=W%YOK;S"U3HIC*NU4I:G^73) M:B`!['NK8Q]T3PK%*OVS-3+7O>D:B`;L388A#2ZKH+`H&N7!KZJ"6A38<,7S M6LZ(B[/L]G:LOJW5[D8!#*12OFRMBW"YVWOP/DZH&4V=V*HIW=X&E%F).U9B MQ`6%=Q>7M9_=Q>5.SP[C1?;<-CJW*D+.DFY=TED-N=\:LFU:+XW)*/77$IV[ MN=-M4TT#-XIFU!^U)*[/@U$)"$OEVJ@,8>EN(DNQ83?K>$UG/ MP=BIY5OGB>Q8'+'HKCV29AV)S/+;@VG6P52_*[M2VA<[4]H+>U?74>#L6QL5 M]&-";*7FU>O!?U(OPJ;5D1=X"3D"I35TO'S>K"0'5E_H=Z6^!TVY5XY"U2(S M&AKPVJR)98UEG=N#L0=C#Z;V@ZE+J355T[;:/3:HR1GJA#?`^8_N8T189X$& M>+:6KC;M71NP4W1SM.\[8,!J1Q=5(91<4RP!XQ0-7K7[`_5MJ2M8KVPRKZ"/9"X/K^[&A(GH@? M3LG0&45N,!A[,7W:/AI&W2Y81KUV6$;5PJ;K($YM[N$U&G%J+NOW3Z[LX1_J MX;_J79PVWDZRQ[\]LZEDFK@-)NU/VH:A+R_+V6S=VMF'J/*6,,V:Y@1NCSS- M$Y:G)QRWW%D)D_?/6V'Z6?RW_%J3OQOVB>VZJMCK"M]5>F%;9G]D[ MJ^[X9O)L\[(&@^MJ:\&)/1I[-/4<357U:\N!]C2"(PMOO:">TMM]U:-;O.3[ M*5(M`5M)0*LYK$-51\#B>I!X3UX,P*!)Y`[)Q(V^[V6=Q$>I:)L>++,2VA+P M$`FXZRJ*?N41IE9S'K3FY"XY9 MY5U6"Q^&TV0):%H'M[Q,QH+F6/UB]8L5CY:`N][5?A+0:@&K!:P6L$+,$K!Q MK]I[+6#G2U3(P]BAG(:&%R3U[83.MASB9HG3W,*V'K/=-JKMRASQ2T=+)#,1M\,'8H MYKZWHMBAF#9JTHRHB3T8>S#V8)H?9[2578U`9+!#,1OA)YA^E6DVV<,Q>79, MYD$?_ZO+R\:/`+`,4",#=$\VC4G81ML#,I3LG,R&"\MJD50+(V3G9-K#7VE. MYEFW\8:2/?[MV4UG&\\7WTI\Z=)FVEWM? M]?M7;;']+/]:_LWS[WD[3%4;X6M^RT6K[$\+96:/QA[-@1V-G79V`NRZ:L&,QK>:T8S&M MYK2"WQ+0UK0UJ*:-%66T8RRFK6"S8S'W7%SOTU!'2T'C&3E;R;,P,7A`E3S- M'(OY<^)2BLJ?AMZ3^/>4K^;EQ(T>Z=/IZ;QV8+L._P4C/_O=2_F$Z:+O4X8L M?)]^_679$<"_CT;NQ/-GK_,G@'^+O3_):SP`_D"X$J_[\DRO-3@MA_R8(DA` M.-*U:.%`UEP`OH^I9+//?'8-/[!X;S=Y6G&^P"9/.S7Z-(=^TJ='WW'^TC]1 M/P`TQ%\N>N(7SBB,G&1,6(.@0ZC)-73R8Q3Z;)@"^S+]%_UM1.(I@6P!\6?' MQ7N]\!:47")Y";)7=NW'&+]+B5DVU"EL]M3AN(P^L>.,TB2-J,FMRQ,J1Y89 MYXY'^4D,):"_HZSF^^%S[+QB>'+T`X%@P_BGDL*&A:=?111K4AW%O2"%TB2^ M.XW):_&/-]I[>IF88?4`[.DZSM;I6E'1T_-UHJ+L6UMR["AW%J7<$BM@K5#O M6C6F`(U;W5P^:XR1>9DGU6KH>?5%Q2E%*VZAKNNR41+%WN'<':YZJBVZPU5* MTIMWW:H.O++7K0W7K7(FVEZWK5RWJDD(>]O:<-LJIY;L;=O*;:OJ.-C;UH;; M5KF_T]ZVK=RVJL%Z>]L:?]ONQR0B[B@AD;USC;QSUGMK\9U3A2M-OUT-2](W M+7[:L"1]K29U`[7\'F?D_R#.T!LZ09@X$1E0HCEN,'.\R=3U(@#N=P9C^CWZ M7/?1]8(X<<(T*LFK95.VA1/<)-FW,/\+Z5^C;\-<\KSL\5]_3N.C1]>=OOXH M*7"-!'CGQ0,_C-.(W%-&?.N'@^^__/=_.3)>WTW&)-AZI/;T0=,3WZ" M[.1U,%2%Z_B;_$/?SCZ[_PZC&Y\263[6\89_>_'QW;>S\XL7SH`ND?[A*QG1 MJ_?U]O.W?[C!2?<;T.?;_>TW2K0^^^G%+["+6I..=H9CA?K-%1%G9,EL]Z10 M,]L_V]9(1_:F^?*^]K&QB:)100Y4M6SR;&@GG#:Y)VK=":=5YR"U8K;I>U&Y M4I'G&S*X:D']?V9J93UGM^-YE;]&8;P>V+T]M]I+ORWIK(8\&`W9-JV7QF24 M5@U@[7+XA\F\D<=9D9JOT]EOI M;2%*LF,U"1T/#9JFM:KE6^>)[%@R3-.A+9+V0/IED'4_VN[$II6PCA M]8I])"!5/8C":\925LMX[Q?606T!K\TP!M98UIZ!4-B#L0?3R(.Q2)(M$^AMKM=L(QZ[;",JH5-+=9QA4D$)U?V\`_U\%_U+DX;;R?9 MX]^>V=2OC+UT8,&D=J=M&/*YQ3VWF-,6<]H`YO1)53`?R[V6>YO"O:_ZYZVQ M_2S_6OXM(OY;4W5_(WQ;[85IE?V9O;/JCF\FSS8O:S"XKK86G-BCL4=3S]'8 MD>PV@I,MO%T^OFZ]TMM]U:-;O.3[*5(M`5M)0*LYK$-51\#B&L9S>3%,:\*A MY!,W^KZ7=1)V)+F5T):`#7I5DZH/6=+\LO((%:LY#UESY9Y5U6"Q^&TV0):%H'M[Q,QH+F6/UB]8L5CY:` MN][5?A+0:@&K!:P6L$+,$K!QK]I[+6#G2U3(P]BAG(:&<+2SLFTW-M>[GW5[U^UQ?:S_&OY-\^_Y^TP56V$K_DM%ZVR/RV4 MF3T:>S0'=C1VVMG!17"RI;=V+&8#7V7!C2P!&T9`JRBL_U2/(K)C,1MSZZV$ MM@0\7`+NNFC"CL6TFM..Q;2:TPI^2T!;T]:@FC96E-&.L9BV@LV.Q=QS<;U/ M0QTM!8UGY&PES\+$X`%5\C1S+.;/B4LI*G\:>D_P[[_^["9/WNN[P9@,4Y_< MCCZ@&OH$6N@Z&"H?"'_S4:JE:]1*;V>?W7^'T8U/E=0]7?U;/QQ\_^6__\MQ M_IK&1X^N.WU]K4%=W8[R#W"\X=]>?'SW[>S\\H4S)`-OXOKQWUXCT` M@GPE(WI(7V\_?_N'&YQTO_5.NOUO][??WI%!G_WTPDGI`O%SO]^]>_$+=7[Q M?W_]>;4UK+?>J]77V\NLMY=?;_]DD_5^F'\Z"*\M5WQQLFC%UW??;C\L(.KI MR45^EO/(Z-?Q.?>=JY=U-5MX_+_!#];6L2_->A947&&.G-.]OLO)^_\HT MS5>\EQ>GJ]_+;N9>=O.;N.AMYUZ>5>'N;_SYWRI(YNL?7OR-8:=XP>.U!$_Y MC!-$\MN^NJR-Z7(;/]_*QE4O]#O1"OU!=D*7DZ!_4H5]#5^\BX:Q0T$[U2@] MEQ)GH96P2Y;I76Q3RP`6LZ3)0DMD^PQ317S0?:RUY\M*MLQ61B3&+>SB_/\UNONAU3Q*AB=:W/ M'4B0WR#]54Z0TX+UMBMZ5++E]ITY%AJ(JZK&)NKK__YIF;EU7, MS?4WWC)S\[**N;D%=KBLP@YUFYN75?`]E/O(HARU MV86F5[ZTYA>H%>*E0EB[!`\5Q4NJ/,EWIS%Y+?[Q9N)&CUX`55ZO>YE&E.I= M/:?K5/">KM5J`BF+=:O0;SK#&5BY=Y M4JTVDJV^5BM*T8I;J.NZ;-299^]P[@Y7/=46W>$J.&?-NVX]>]WV\+I5;F^V MUVTKUZUJ9YN];6VX;97[%>UMV\IMJ^HXV-O6AMM6&338WK:MW+:J'6#VMC7^ MMMV/241<"-?9.]?(.V>]MQ;?.86&T/3;U;#.[Z;%3QO6^5VK2=U`+3^OS;N. MI%*N)'\R=;T(*DN*O9%SZ_'/3S)EV1]_^[!!QZ9>35]E,4;V<5%A'TLZPG>Z MC\L*^UC2B6]F'^*W[[QXX(L"_CT;NQ/-GK_/"`_\6>W^2UR@[\,=GIO\?0G\H\J-P^5]+\50<6VKJ=?CX MXWH?KXFF#?XECKHH5J?B7U6/+2LRUW[,^O32#[LO84BH,^$,QE!!%3M>X"3P MHQM%,WH+''<2IO15X:$4Q)144S_'I-'N$C.*(SPBZ9.%A>&XY,= M$@S)T.AS'7K_L#[,Z7<[9I\,=]KL$]U@"$\M.A2;/34"-"^SQS4*?3]\CIU7 MC&F0F>B7?:JRXY]*1B@LO`!.R0W`W[TL?K_6HI"S)6ARVS/Y=_FJU3#;UGW9 MNF];SW/*`QRM]K;5`+H6(`!>=3679$4`R%[6RUAMI?BB^6[&'^\__OKW^]<. M*LQ5'8_+U;%J%9Q]18^DVUWO8+J;'LS)M@YFL?]7]\&\];T__W2CHBYMYK%T M3[9U+MV3W1Z,D5"3,0F]&?+Y8:C#.E^UWKO,J,*F(%7FKG%]R[JXVF!9*P7] M+M:*AQ>$[DHD6$GDEK^JSI-9:UGV9)Q>W2?3VZN3*4CIU9!+VZL1I?'4+\*- M-VE61WD.^ZWKN\&`.&XBXS%JL_UN!Z(>W:JV:GO`JW>=(;O(YW^JWLR:&$0? M0]ZYJ@Q?O'7%N?ZK+`=_T>E6U@$'9P;LPN(H M&7"RWFM[6[0X[MT?S@,)R,A+G$%$AEX"H\-"E=IJNK51+1:VM=%&&8>@QM%& M6Q4]K\Y^:J[JZ:Z12UB''3;W#_>%'8Z.CIK+#KWML(.!<,&^L$-UZ5"75FZJ M5;+_P8FJ-=Z-C;9O9B@TPXU9@YW>:MF"S6P.RUF'%DRID:\: M%WC9&[ZZZ'1/-L8UL$$:&Z39CR#-%D,NC18+K[K]QD=0MA@/:?19M2"ZL<58 M1:./:HUK=6BA!ZMK5]2U'\*(GE;@D!^L_Z?QNM4F0+8I:!JOOFT"Q)H(-@'2 M$NEP:%;(WB5`')[WJ%R2U^2\1]FU-(R*TN94R6;D:9[8.N]<588M;W1V90O\ MV^;`^;[Q[Y[E<.KGWE:G??:->R\Z)U=5JR:VD2DJ!ZJ"?V\*35'V?6H0U`[N MTC^^E&!L@.^2+,NJ1&0:D1A&L2&."WQ^2(;I`(?0TK^D/N*]C*)P@A\@/T@T M\&("T#!Q`OA'X10^"U^G-N,SB>B?TB1.W&"(0#+!T'DB,;R6_ADQ9NB'T\F$ MC;FE3X'?O4UC+R!Q[-R$DPL,C2M.! M._7*.MHWH5L1,VI?<)CTJ_HNC>"RP.@NZ'ZCK!^DE+">1"RC@C"&B]C16=3Q MAO1/WLB#RT4O2T0&(!WI#\Y?NCV!P:,_1<-S,GI*'>=Y_/]G[TV;VS:R!=#O M4S7_`>7*/"NO*(4`=SEQE;QE-"^V?"5E4O/)U0*;(B8@P,$B6?GUKQ<`!`D0 MQ-(`&^"Y-3>F2*"7L_?ILQCZ4GE&KH+_1Y<>D&-&0:D>62_K!QT^^\%P/<=X M\`/1LZ:5_\B;M)[;A4*%66PCA&^=1\SF"WIIK6?_,KX0&'[(I" M&S@DB*"H%Q,H.U"FX)T3X4"` M,<>Z244TE9V43.GR=(J\!:O3J)!!%K:S8KZ#0)#.X_A\""1\G%(0P=W"Q'JH M"1"KGV=8/JLPMC067BBIMX8B3QJTY@6B!6>(Q*.?/618;,FNO?">:94KIK$< M3'XPMU^G5QX6-HG"LLF#<[)#XY&*K>VG**9MBVY9>23PM1Z%%:_C]'428NTJ MQ8D4%3;CHNS1L8G:C\P1QF";5O%Q8C3)@V05#R\[LB&L:1:4(>MJP3&UC.M0 M+5<>I%R-F7*3-5T%K,F]U5IR;'>R4I6TQRT`8IUUJ$X&B!VEQ.-<+H&H!E'= M$@8!4=TZ(':4$D%4@Z@NM;>,6,M)B>C`4J5")]F7^?+6UCT68IHJ>CPY;M'C MLK5U@5^@LFZ^2+5C:JCZIFJVW&V#()2SW.VX7V%9N2[>!1G6-6)&SG*W@!G@ MF8KGJ*.D4&=%.6-V*+==&C9GIC:BWO8ZD MSE[$#Z2_B$\PS#8';#BFFG2H'K.2/LE\\0E@"D`-(!R`' ML!,Z8"=`6`);J?PO&^7875C0/ M.TG=O_T)6GRU^\.W^ M9K.5@2#0JX-P+P=777AS@_CFKK]\$K^[;$35LJEA:8Q5!OU^)A@58`)1E#,F MAFE9IAW7L-Z*3!M^>Z"2UJORF\ MJ/WC(J9#%3U/1!W6.56YN8X2+M/^0HC%^I>6*808:T8J9RTW28N'`F8*]AXN M@1FM4YB1\_:X1MV1E1XU+#7M\+CI49O-!GE2:E%;M6F%UMX+",[%%3BSD?O9 MP:#J::5NQ=G>"]064$")&\ZFU7-YE0OXSY.Z7%@'G)P9<`R+(R5>3?Z$[/M8 MQ_=XN_>H0Z_LUH:DT:M;!X(:HU<;%3UGHQ_E53U2Q[9WDAQ*Q+8?R5%0'SD( MMNK&0IR'&-*[E4^R5*J5IZLMP75;`Z@ MK%-SIM1(5](Y7CI#5^VM+P=.&G#22'0E5/A0);58.%,'TGM0&O2'2(VK%G@W M&O152(VJ$FQU:JX'T+4Y=>TGVR'8LA3\75\BZQ%+KUOA`J1)02.]^H8+$#`1 MX`*D)=+AU*R0SEV`1,7K6V(E0-&)ZH[':N"13VR5*ODC\^U*`_3;9L=YU^BW M8WDAB ML5J1>DKJ[KP3556S)\Y?N4;+K)2T7<)$VRIA(JK,TRC0>W5_+^^ZS&X;%9:OBB2(-(ZW\LFZ4LOM\W1 M\0M:U;F]S*I,A4I;E4,'(\Y0C]F1'HN5^K^.*OTGBS)I[2K*U&29RW)U.,I- MUG2EI";W5FM9IO3JFP4)1%`'NEJ!6&>MGI,!8D!#5(*I;PB`@JEL' MQ(Y2(HAJ$-6E]I81CS8I$4%5JISB)/O"4][ZH\="3%.%82?'+0Q;MOXH\`M4 M'SUZIZXC3M5L2=`&02AG2=!BG5G*E#<49%C+TGFJL9*@@!G@F8KGJ*.DF69% M@LJ?))(1":I=5K7EY&T%7\4QT!%9TUSD6%Q$_D/XB M/L$PVQRPX9AJTJ%ZS$K.=77D@CK=4A&)&Y&17J>%&^`;"$OHL!,"PA+@4K)< M/3X(2^@0!;3@+`P2H-;3I)PUX4#30U@"7#S*?O$(80E`#B`=@!S`3NB`G0!A M"7`QUN:+L58X,R2C7]E\):=,ORUPQ4A&O2!]Y:%>61U)^YH+E*K(G%Y\^E?' M=F.UIHOT'!!5)'Q,5!\'5+(N-5M>KI47Z3X@INQW1O>!W,L>%.E#D*CG/2%D M6V()G#CP/)5>?MM:GII96KTF@DC9S<$E5]YI=JN"6@CH*/L<%-IG?4O>X8/, M5@4[JQ+5^&(\TP1P\*B&E3<@>#*["NPN.]D`I3^N5_!,BI"I*((X"D-.Z]BI MA()G5FB?=2\YL;YAIB;>[EJA;G6MR-O+Z(/A>H[QX'M[Z4_=J\W3-L:LP/>^ MXY!O"0P<'\\_?E]CR\7NE36_\9;8^,;FJ_`%U\6>2Y:DF[;K.S@R M$S<`40LW[E@'-O+K6$,.:H4KP=_\5$#//M[K--.>?CY?H)5AOESN6O;L-]?X M"U\RPY[]^_J7W'#A=5/NWNN.2:V9*N+=WTY_0:UU+X%%--Z[\)L8+C M6+$9^,T-5J(7U#>*O5!LWZ&DR4ZH[&KX(8AO=I>88$I!#E90,/`:O3BV:2H. MYK?(NNV2)\@@R6-RE>UIHZ3[KLIX"GG2)(*"P>,'8J=LODB)X69/4;'9(_MT MUYCJ.6R^7,A!LW$2'8Q#&MU#$)SU](#U$&>]XNB?XP4F0W!\TY=<9)(UAB.I M9*2U8\]]W:N-(L021+]&\A*\[Y%(6@V\'<+UW+9Q\'&U-NT7C&^YE(B-%RJ! M2"UJ54[L1$SLJOB#4Y=>:6:CND,&5W@T*K_2#P$+OJ?\E5A[B MTF8KLIXBQ[@D6H<)8!U>SR=BT?T;F3[>4*>;8H85:OA6Q`QKS!I155$")C$? M&S\I.H0.+\:8HMA6ZEWHO^L=GI)JS3OX7._P&%$F8R>RZI91Q#[;]G+I8>KF M0D:`3-XHGV.`4*B:5FXQM;@,ZU%YAURC4]!)MSX_7=V](R<,#SO((Z`@IL@C M$L'8[(68O'$)UH:9!V.OGPA#Q";:>T8MD->_XN\0VP98B&O?3*T[Q)[ MUK/#9<4&N%#NEX8;&\;!__,-ATYO>7P=]#WTW5B10=F89#!J\\8L;_O!QM^W$B-X7V*^?X7MGYGQ)C4XZVIO_\VUZ M2B)4I9-AR'$+,9N;;NA/'%"V,:>4HF_HV-X^@(L\(20="S^91O1Q`T)`:`RA M6@RA-[M\%GA,B/"PE/_M8'MSRMXED9[B^OJ27,+I)G+2J2&%AL@# M?`W!@I@T$&"6$XG&46W:(4T8RAO?"E,GF->/1,A9$])`5$Q5` M=4M,_!,=0;^I7RCU`E:A)H#0@77L>(@P#&4N.OC*GA/EUU,HPFS?8CY)Y"Z5 M!=%O1`%Z2WMNF_:C$?A"0T;TL+ZTC/_Y.(`XU;]QT*5J7]G)7:A)Q^P+MOT' M3&'IXD<'"T7E(Y%7!"NF*99"-C:DT&%1^K5%);=AQ+6!I3:G+KXXN]+#A!,= M)A[H88)08\#7*^J+1>NU8Q-F(+#DAJ#R;'A+PB`[G+\Q9LDH9"+;2K.%YYB8 M\,0PQ;NODW6Q*3:S?[X8%\ M@5&9(,M1J1(*6IFY^%N%)RLS5;Z)''+("-,@#B3TUMHP=EQBA^.Q5+",,DJF MR8R2X;`4,/E[^\-"2S4\G.1O>$A]*)LM,V?*YL^X5V7S+?*2LB4OR>VB)A^0 MJA/ZH"2E#RIF/X$T$RS-3E*J%,M=+-5W]=AR*'FI^KM+[*TL20.<=TS.:[*= M5Y>8/*6W\K24@3%`/1:0WI]Y-.%FSPO;D4>,=P[<+%$.X'OJQ@CHTB[H MTLYQSQ7-$)&';SH'W^LPY0-@7)^&C6*R`E2`/F$'/@IYM!?O$@\GD M89^#8&X@S._H!E!ZW2E`R?%L)IX8#2@!E)37^\7#Z8\!UZ!G]&:K=[2Z5A:< MP0Z1R@[I/NO3R'=Y&#\O0@Z6V*>HZ#[RSG;+$?P(J.P(*C5`95=0.9`(E7LL MJP:05ML-&V#9;!&]JP5,^W8>6V+=.\+=\V)J7*V(J7HQU25C MY+-MX9>PSMG"M^9NLI:3-*11ZAJR!E"R\0IW*]R-VRS*KO600JR;H#+LD5\K MHK]ND0WX!_P#_FO!?_%F\X!\0'YC-F$%.T\P]M_3LJ>TQBFK?THKEC\A,[TX M_RG:E)]LAVS+4A[M)^Q8K(*EYS#_UHOR8)AFU3MO:2W,*ED\T@D$9=!=4P`0 M!8AJHXH%1+4$46`+@2W$0_PO[BXV^`W,H+!$?LQ`0H_8TE\4E]X-IO<(D(8` M05!L5*^6[!`'$AT0!8@"&PD0!3928"/=+6W'.Z?]/A3#>L*NMZ>3XRD:2%>^ M3D/#%-I2*V;^*&>OKF[O7OTH^6UDL1`^]2AA!.46)YW`46:2*P:@A18I'R`& M(`8@ANX10V4M<3I6Z6^V]2C0*)UTR"B]MSUDQMH![FNM+2^MQ3C[8!`EY>DT M*3"W_0<3IXJ!0249)9B0RP5C-`<=Z83DL-$>R.W.!>(%X MVWU6`=(%TMTFW0X?K'*D`?W$6F!'?\5Z8T.;[1.J72/3E6";Z[Y#9VT).VL? M0ZZ"S`*9U7:95X2TW2+K/^BS87AK&SXL0 MZ$[,)H6>X9U%)?0,[PPJH6>X#+88]`R'GN$-A4:47!9T0`;$`&(`,8`8251, ME9[AN2``3<.A:7A%4++QNM=;S4Z%X9"L/F.S1HENA@8K8FM./#[R8#"WMJ=B^HRP,B_QM MD$,>8D6N%#W(<,9S\HVRFX2N/-#0I864S):V@6:4]:WUU(!B*!$:I94RJC-HCJ''7F#6=,%^$#IV25)W) M2=*T?1\=*#_4G`^OP:FTD5K&T\/>*CS9;&>J?*459GFFBIQ9JIKT9FW93;5V M'#Y@#96J`G'``(A7@=B5BL)\A3(Q0]Z"'&+8(2?BI6,(H7G8=8)\.JNPL#QD M-\T'+\=^YA)D]"H-2[5"KIB(2_KKU7X#V.T?5[8QCS\(-!!HQP#C='=CX@3/ M8;9N':M&9S=@5V!78%?9V94[6#:;1A5J^`+?MIQO,^F[W";Y>\>C[\,1L1UD M:AH0`VP,;+R7C1MPAQV;\<_0H=JTN<_4]8+IN**"AC'BE&IMSRCLUY9VJ_:*.HQJ5B$_BO($<[C?]LX3L] M$1]C5<.A/O=0X=2C4_$P2L9G19.`)'4PEJ&@MCH8VT1!A<0TV,AR^1=KU@Z- M>&IJ#.TZLF@L+^XD`)^L<@%\BEERIP:?8B=ES!%5\K[RN]*BZ8BRK&5H@B-O M>KJT+)2\URLXM=9;%:)0)B]8B.LZ1N$X*D_1D?!H4=AHU2M)B;:N4 MD8CQ495/(I?T:4^-R25ZHD5-L*5@US-6R",G=M_E]4T"H_H.C?2ELK+G M.)D75V59%\DBEU6&^V.YV0@K-T.+ST0[[RG/F-@BY,!`F(_PL;=4[`<7.T^L M'$?0W7B./,3JEEBV=1[[>8%TSW;<7N#8H*/K#IX;GO(_G["V]])3YK[#:L70 M9PB$F='P[*`U>8D5]?"P@TR%GEMLU^`/KM!W8^6O%-;H96$[*]]$KN"R+G1" MY+!->`YB*R?K\QP__5ZS4FD6L2NG:*`H-(T_L6DL;7M.*^P0J./5FL+O0KDC M,M58&#JBK0)=U^??NX2$N>>)OHTL9+ZX1N22BBC=I1`GWQ*\D*\8#@BJ7'*J M1'.*,]JX<6':SPIY/*SX$U3EZ;$_EK;)P+G&CF'/W;!&T*99H6#ROO+$CA>: MLV*Q)K:&4/(44JUV$+7:"?:$CLJ+/`5R=4X/"K&2OD)GXJ+9C5&];\6$E&&M M?;*2L]U:*F+5&P&?:5)B?UX:1"L\$_91KF[O!#._@PDCND1$B1W6Q*Y+N!19 M8H=5_[&W^-<>NK`M7F0L*`+]@(B(NDC:8L+J3^6ULE0!9A;_DYG&AD>TH[YE M>%'W0&"5V`XFM*R\)T!@?5[)%\_(F2OOR0`.T;AD#IL>NRG%,]L$NO[#?VE%-4*(9'V>';[W0@;6R1N/F)LHCN'^2;3:O:VLB()[I%]1FJ=? M*PO'7E&-RC`:O;\P?=WS$5?+Q/[BNI)LQC3)X'0W=$^Q">="&9/,]H1HI3AJ M^'&2ZHD5R6O"OKJQ9OL1.O`BX(5HXD_XGGU#(/3#C&-:SP(@,G,=_)'_3, M0QC(XZ4::0%(PDLZT;'DP&"^,,O9PRO!J[^VJ!J@S:XIG`EY_IN0JS4W"/.[ M_&A&62PB,[(QG[(-L>F]%V;!TI\W[)-*\0^^8-.1BA;;LJC,((J,$J98?4HE MU%??(;+'QF2@4*B);.B"2\\*/NT^ M.I@OELGY4`H(G02)5QHWNF?'KT22-FPEJ(CU@OD.-8((*8LU,KB=9A%3=8F( MC6J]$!KT7`_Q\L"9LGD;V2BEZTLE%EL*YMDMY4,L6QTK__*)P3`(D"]VMCLV M`=T$==OYJ]56+>8T_=#CW+]9I9%R5*A$D+DTKE@P;)RT0H@HF/%JU_-&QB1%,F)J?M0*SD9WR-[R= M878^$V;^83`,JW\[112&=`Q MW-B-PP.B_EJ;'TS7#GY"ADFA&QP^!0MKYN@-A4AX)E]2K\(\?EY&T3-$-((@O=W`HK9\&B?NPI%D%$DR3@AL=KF=%/K12B![C;5;`;8([7 M0=^30&%;U(462I"-_!!LWWVBHG+)G9%4(Q-4),+Q>M1X./?0=TH502*"X*.> M([C13%P];V]29OI*A[_8/B^A!2SZ!IBI0-U^M%BV"DJ0#"7D9&A8E3F3W3`K MP24X/X@']C8L3'K\H;"8AC/6V'E'\+DFI7?N,U< M@_>4S4T4LBR??2"2\9F%=SUQV#AQVT8W'-U?T5.YSKZ@%XS,1$;A:;D25593!#=DL+,0J?A M`3)YS$"5Z?C812YW<=)3,/LC#BZJWU0MA4'?7'.L.IN?\[?-5(%ZVWV#>F+5C$'8F>U;FY#DRC7!W?[2DP/^F(Y?N MR*%RDTS)HC3H"6EK;RY^#,YJRI-!I@@V0`2I3YYZ>4VHQZ%>,,^F(0FN,C<> M:6`/^7N%;*M70OI[YFIM?TRZ7C]4MDLDW&9N2;C\LE974L9+@5!Z0`8I2I.DZF* MTVFIHD[\O?WI/'672*>GB\V6V3%C\V?\O+'Y-KN+RK%+)C9)U&6FFAR>*C-] M5E-!+H)46B",0E"4[)=913VVI*9 M]32]/;*P_#_?3HOLW=>Y>++;N5C:IL_2+HPS38UM4*HP6)W=69I'8]V23U(D M=D[-@*4"E@I8*CDLE;99'U\=@]\$RWPFZP;M`/.U&("@`$$!`@]V4`%>L2@] MT'[`>0!`T'Z@_8`'3TG[?6;%'%E^W0$5V+FMQTHB5M7^P*'2[@JT)&C)%I%0 M)WBPM`5Q)^RP#P.JT ME/TT'6>"2VAW>EH>;JZ2W(ILXU%Z#F&*@!I@',`&9` MG.5Q2=6*&L'^JW;;1[_:]OS9,,V46LY2"I&<9KQ:B5X%0IT-F"R77T`^E=MQ M42E5$Z'Q9;`I)CVUNH.N*8$(9-96,CL_/P=1!C0&-`8TUFH:`W4I'9E5WW'1 M`TK]9);2>>,T#T+,BRZB\..!"T1^0_*OF*LW:/77]X=MX.'FEZ&3UY(=;O"`PNKWY_.U?R.JKWVCC M[&_W-]\^8'W`_WKUEBZ^SOZQZO#`D7-41AF,RO"HII69B[]5>+(R4^6;*.K& MI*5W8VHH0W1D;#Q.&P%##Y>X+3,"9';B2[G^1V49,/2-4) M?5"2T@?5'&@@S41+LY.4*L6N[TME@QU;#NVV81TH![NO`N<=D_,:/)5WBLF3 M<2:335 M?KP5Y6;+A7M2@AAOEQ@'$((F!$TH&6N`)CR^)BS5D[)&N=,Y`)?ONW$B"K(Y M*0#J$=0C,`:HQP+2.VA:N=GSX>Z5H"S+@[M,$S"`;^>,$="E7="EG>.>*U_R M,'Y>A,C2<^C(R*O<#0Q0*2LJ"_<"`U3*BLK"G<":MZP:0,JQ;;'W)G)==I/D M&79F\&RV#3;*7!@XN M,L$GVR';LI1'^PD[%G5I*9[#_%LORH-AFE7OO*6U,*MD\4@G$)1!=TT!0!0@ MJHTJ%A#5$D2!+02V$`_QO[B[V.`W,(,,,BP%6X#(-$!48`HL)$`42=D(]TM;<<[]["S4@SK";O>"@RDT$"Z\G4: M&J8XR,,Q\TW5U>_?J1\EO(XN%\#76( M`8@!B*%[Q%!92YR.5?J;;3T*-$HG'3)*[VT/F8IS*%"_'<9IKI[S:5)`MAZ5 M8H,QFH..=$)RV.N/9;\S!.(%XMU'O"/9G;E`O$"\[3ZK`.D"Z6Z3;HM//ZV`YKV/MKQ7:65P)ON!8YM^]CD98AY^@S7;6H4^RVC4R70FVN>X[ M=-:6L+/V,>0JR"R066V76<4\Z*WNVQVKK\,;>&N;;PYV\@89`S(&9,Q)E&:& MMN&=HL_3!!_8UJ#W@#%`[T'#<*#54P4?Z$#0@<`8H`.A5;@\`&Y)=\Y3D`*@ M'D$]`F.`>H16X;*"&UJ%@S$"NK0CNK1SW`.MPJ%5>-MA#*W"&P`RM`H'/0MZ M5FS\FCQ\=!#>#808'MT2@I[ADJ%$M@;5@!+I4'+8`&A'GTKH&=YR@Z3[K,^" M[:5A_+P(@>[$;%+H&=Y95$+/\,Z@$GJ&RV"+0<]PZ!G>4&A$R65!!V1`#"`& M$`.(D43%5.D9G@L"T#0]D2I[.49`/Z`?T'^:]2P!^1(C M7^*:D(*Q#VTR,RU*:)-9]?PGLZ`83">=U1*`*$!4&U4O(*HEB#H=&PG:9.XW MD-[;SMIF/3(?;&L.9D\;>+_#CA'`$^"IA;H4$-421('1`T:/]^;J]DY>.@)^ MC_A]"F*Y#6@"_0F(`D3))/A.Q\P1W&RZ2U8.-)M^@;Z1PJ`CG8P<]&:J[+=* M0+Q`O/N(MU^U\2D0+Q`O'".`=(%TX6"5,=G!9M,__^2[YX\(K2]ISUG6:987 M30JZS,YOK"A-],J:?[&MZ$SQ#KF&>T\'O2<+?V?:^I]O__XW1?DY')$/%(W[ MP7!UTZ:#;A)/C?DOKZX_?!L/IZ^4.=:-%3+=7UZ=CU^1TY=%X7&+%[^\NKK[ M=O/IVP>L#]1O6E\=?`MF^!:-_>XE^OA/`SO(T9F1D#]\L MHJ=25O69%?-*&SO63@__GTW!!-G#T3+PG;[2[G0&OHS/J_)B]_O?HU"0L/`",.V M7$+U5S1`U,#N710AFHXH36T03:/^2:+IRMX?Q+XD$[T MC-7.P/U(`-0:!^`Q[#Z99/=X'EG MF.8>A`R:=+B,&S^1'L.:EQ\-X\ZH6-%X:`@!S1]KCZ$O)$9`D?M8K3,*(I_- M-!BI3;HIQT7N8[N#"P'&U&`Z:1!/DR(7LMW!4U1$X)UMS0]AI%'&F12YD^T. M0@IX+*9-8J/(/6Z[L)&0.S.U4<%3Y)JV,&1E.35(J9LG10[2K05]^U1QD7-T M:]$BL>8M'JU9Z/*UM?AH2FNFK?,/PUO^;MD/+G:>:`(M M!P49P"9T8!J,,*+A6)XMFY4-L\%3L>,I\IZ,#=#X+@CM1=_\9J`',C>'02+W MERTBL>3M%5/0NI4/]*+AU10VBF7-2HJ-A&^KI=B8%;J+[2I-S@HEI?/[V+V3U`TZ\OXG#X"TMCA#41F#5&N@\8;F&34$& M$ZU=?!E^>+-"SJ-AT>H9E]I6C;?#5>:.6`JQP:FTD5JF8!Y[J_!DLYVI\G6H MG^69*JH)J*K)HH!;Y6>VBJ9LU5C9JIFRTSL_[R_)4LSY M&T%U5(*5\;J+U&;;@&D@K.2B3,R0#Q6BV"$GXJ5C"*'MK.L$^71686%YR&Z: M#UZ._ZKV&\!N_[BRC15.!8$&`NT88)SN;DR9 M>H$,!]@8V'@O&S?@#CLVXY^A'RLS?B-@.JZH>*+.?6&R(@+I(.F(G92IW,S? MJE2*6NWG;<_R#IGDZ((5Y"D?L,ZNXI2!VE.T?N&^H6UQ[C53+#T-!:6JI5?R M%^8J?1X["(C>K#JN2$1YD%6.A`9UDU#E;E-`0H=)2%:S+JMGU[A,D7W^5D-: M@3?M\BT'DP7^A>?*(S(L5S$LW?3GY$_#4FQOB3,-;ADTQ+'<+_DFRWE1;@?1*!!EE1&M#H.H70;I]FKMX"6V7.,)4]%CKS*-]E.6-\?6T9K$ MB#FJ#),:,;+*Q7;;3G?8\TP>!"XQ5Y3P]:A'BI$IM[QC<]Z9VC_DC#NZ5&P" M_Q7D:*?QGRU\IR?B8ZQJ.-3G'BK!P?4:^N& M'D_?Q\W):V9-TJ[ M=\C$[K7K^O3(YL;B-S:`S:QPUTHN.@\T>3TH/@Q;*=":62JO$+]T%ISE1-&D MGUGW+KOT6=M,SMW#RQ?;9:G)XJLQ+"4T%N0AR4:Y='9:+#:3P'UN2)G/5(XC][A*S"X3F$84F M&),@-"7;54:XY);,K*>4Z)&%Y?_YMH?GAT1B5`]VLEL/5MI2NM(NC#--C<4E MJC!8G34OFD=CW9)/4B1V3LV`I0*6"E@J.2R5MED?7QU#QS2W0^8S63=H!YBO MQ0`$!0@*$'BP@PKP2O>,IZ)I1J#]@/..O2O0?J#]6D1"G>#!SFD_WMO;51;V MH6S^SFW]CJS46!@ZLBH'<0"'2KLKT)*@)5M$0IW@PQ02`F"I2H1'CM'*M>Q<*^[85,W-HY4'_*T["UBQN_B1*D0.?6 M!N1X'II,;'QR2A>R-X!7#_!J/)%`)E[-&[!<9Y+'L<_$ENLY?IY&"@"L-SS? MN45*'5`"!@"7L$LUQI4!)KB2&[J/O[#?\A,T-0-6BC7H`F?(B M4P-D=@>9@]8@<]B4YAL>%4&L<<<&1K0H$LXT<0O99QD`5J>E[*?I.!-<0FM^ M?[&M\T7H6%80*PIU*<^)[!2R+G-52A9D4^>:"U!S#-0`TP!F`#,@SO*XI&I% MC6#_5;OMHU]M>_YLF*;2$INH7-_9EG5`V9)/-7;:G=1.:+'V%).>6MU!UY1` M!#)K*YF=GY^#*`,:`QH#&FLUC8&ZE([,JN^XZ`&E?C)3-7`4;YSHBI7B+J;] M(A>T2'@[1'XM7>T;<+-4E,B=<+,`:H!I`#.`&1!G=7J-*QIE$/4HVA)_8DU7 MVF%>G48/[OU':L$=DN%,#836/4)KJ8,0J`RH#*@,J`R4IN2$)F#++79%_\1: MK49_!3U84UK1YN\!N]U$-@J*B3K#:D4:W'\+QMDTF'[W$GW\IX$=Y.C+%Q95 MSQI$?W0],K*';Q;14]&'#X:KFS9=/^\8G39VK$GE)P?_S\>6_L(&3NO)Z\:! MD-Z%>D(8GJ-J`],0)(<`-8@#ZOK+)[&0BG[C:9SL![4YP)2`Q[!Q>&A2PV-4 M)R.E@6,@(]]PP93"Y/%)-D`;G[KTR06O2B">G(C/5#K];D63KA^R5R'C&=]C8!1K6?29"?;F\^?_L7LOH,C(-O]S<;H`X: M(JG#NRF^:[7`KK6M76N2[=JPGK#K77[`CO&$:->.+[9GV!8RKU:V3TXDT9:+ M&.F#W04-AB$Y'IBOX*(&!1:E)18U&A5:5,_KY?(%6AOERN>LT8[^YQE_XDOG,V)_//'J` M%0X(9J"NRLOHWC_%9R9J/C;^1;W#Q_R\53[5ND9*14G'Y#K\5)0BME==>ICR MNXS3D3I-\;A7^'2_Q,K:L76,YZZR<.R5XI%O="+2#!I#JQNFX1ED<*BRW#=A3+]K#;4Y!+))*K.\8#^>D!F_9S3WG&#GG!)5]XMK+P@Q&( M5-67R,7*O8,L%^G4)E+FG.G)HX:E$-6*%56Q%^QY^I=+1WAO6RP\B"I<)2H] MK-QYY`LFF9*DWV*D)TB;_\[N#`P/F8:^AR[><]Q]BG#7):C$MSP87$Q'X:YO M+.5&]^R'E"X():=*N]82-:RJ]A2JHGJ4W(E"LS!G`\IE+K%%3`]9V/9=\T5Y M-KSE7KZA/*:PNC*,BB0H8GLZP4TT96*!=>$D/?TT=^(X_$Q^P1,O!\;L"T"DM: M7^OW&$XH1$9]9;4#$0<_V>83W=BVP$P"YI8]2;:]@0L=N$?DVB.FO3LV>(Y@ MV%/2$1?C[&Y`69U>*%?*VG88#P1B/X280FQFHE`B/6*XKH\5$WN$'%WZ<`!Z M\LE?TP=^V""JI[C^PW\);]'OZ:#H"1DF>N`XVIGH(IE07V5;BMCA[FV%*C[" M\$*'3<9P5MJST-&6Z`E3\T+L$N<.$@O"9$/V2NLC'+!%E9W5WE%$S#O;<>QG M(KA<8EW."<=O2<'(\HP$P@-&#E5V1.FY8HFCIZS1"SV74RP@Y7\^AO(6CY0&1FO%A0&;H])!.G<_*GX7H.E1P^>QTTTK_8O0/L7@6C$E"H6?ZSF9^LZTYH2*A,UU3 MS+Q#UI]BUW^S6#`#\I9"_"R&N-^NW]W<;IF'#"G,1K0V=++&CF'/*2W9%B%7 M,L62(TZ]Z/?_T5/(XV?O8N!APU[L_$V#H[+$``M*('9`3*,CA;^Y,&TR!9F^ M?S$9_>-"L.:]\I1X=X/`;J>+2]AC=`\Q_B&\.KC0Z(H$4X&B8\=#].A@.+J_ M'<"H98H)CFY$W0$VN^]GV37J`(+84D2`GH',(#-&<`($:G(22B-CG MAG,`,&J&^AZ%ZYQ^3P28I1MK(IH>D,E@G05-=BA#A!"H+]5PN-E*9F!/FYB^ MZ-)SFKU:&1X[H2TPTSB^Q8S;ZW"#=:MTR##.3N3$"J+ M283KB+:)S+/9P85?<[$1")1L(NG/\/-%]EQ`;D]\<@ZR:/+]Y M$[$;W][FD!_($67NXY`I^/&=G$LI6Q`EQF^)W4`ODJ7M,X[ILHPY>?^%GI:H MCG3P>?B68&)5;BSE$WYP?,HM@1=KR`3>"LT)>RE$2)%5(Z&S.B\;T%.`_S"8 MC")?C"WZ_$5T:`1?@@;E?FFXL?E=(I["CN/S(RFIIE.9+!K!%:C(`$Q$9@>'OZ\`HL?4XXEQ?7R9'(MN+1#HC MHPUMLF?=V,-;.&:KCQVS4&#Q[%\:,W*(@8-T'9OTI(#GO/XBZPZ`\/SKU<=&Q*39N#8J\@'#D:>L$3>X[L:SJ9QWURMCD/:(3#,0Z; MS;W[/"VZ02)O&.%UTV=K9M=7(L>F6X_`)'CD,'9!Z+`\$$(L?*GC*R+_P`B- M,17CT9CP$WP`N-]8;,HSXKJ%_&D:[#@3G6\H#T62,\4H9+\EW&J=L;HHU.58"IOYCH?T-#TMB_#I$NK3ST?DZ'R'UQXG>746>I(%7^CR"_*Y M8"..&I;($2S)?E!C429$'HPNQM2EX@NG?VZDBR5N?O?+8M.H$V>#6:VOJ(3;8\JB#KEGJBY9-.K3F*;"C?)Z-6]L3!8&)[K&9[/4WV4!_^% M&*MBIV.N5KHMG=[3;`POH;/<"AW--[&B#H=7L>/2'14BW!R\TIGIJLX&`]%Z MB]B:*WHN%*L04RZG.F>NW$>QU]1+(11\C]AB@1Z!R(^[:K:=POQ^`UE_BK5) MDR8H,6Z,FJ>H?PO$\!,N.EFU%XJ5\(A)CY^FF73>X^^&R]QY%&4+WR,&0HA? MPZ('=SRWL.OV=OP#R;-A&\[UZ,%^$GL+6<,Q/?U8)2E1<[`*%S2;BR>Q-QW4 MI@BHF\4&"G8;";Z&$FZ?_LKA:@NV;"Z4F-)A-]LFN_J)T,AU$;WE#H\@[`*` M?,=C%(TG>H7G^K1(%G?A\G#*EWSR*BZH^&T*P6PPD^"SK]#1#HC4.%A%W\]1 MG[98R!2YV1(,Q3W79()%1]J=6_/79$(WM>T5%NL6R.5B#F2&*_Q.._11BZ5Q ML<><9*W':H>F=%>\6''7N>/2=2QV=$.11'^$*04N7AGG/-R?Z"AZ?">LCNA] MGZ5\IJ5^%'7$F)!Y1>L:(_/9"'NVQFTTB'I@XV+S%H[`$:V+EJA9F$NOL MYK=',C.36#8*;@RPLD3S6/Q]F+2R4))U2:O,)Q:R4\%>L,`Q'1J)06:+T%,/ MGRDC'OI*UQU?].DB")\6O(M-Q#;1I`_)#%)%F`.$N]Z5>L/!P@A:=XFQV'B( M3MU"[PNA%HL9&CDC=$!RA,%X)3Z"A-UI"!VQ!GE#;]LW#76 M^?T(1>V*I2_26QE==)2O6%2P-#94AY"G6/0M%KE?2RZKS%DJ5QXC/8^FA1(: M(.1'E'>2TH-\"0*:=2R'/WXMRH*/P\+=99NK51:^ M20]PJ7I:_"%`M&IG]+V.UVX)0G0%RTH_9":Q_M@MSD2*OJ1U(8.Z3)YCF^(1 M@&A"-DMTG]O/UJ.#YEB\P864=5@PBIE9F^H2:E]E#!^Q>`XA*W1UFU,1RW*A M)2LV-B&G),X9],!GS%EM`MW$B&;7T<6Q2G'F2^K)/[H0HI=$-$"&R"[R",W! M<`F?.3S)BY$2#92D1\@3..]]LAWQG$-=DF*9@P7J@,M1A/^>&8V1XTJL6W`D MK(3IMB>/R"26;R]6%+JNK1M,3D36"!4@P95:>JVA&NY*68',!X]5N@R2P9>& M3LW^N:]C/JV.'(>9[JR]:K@\L:9'8J_BO2&BK26AHRWQ-AZBPC+$SG4\\NQ< ML9^"$,7@2$9K&VW=-K8.(X*-X:N5+=;;1^#.YU\/^A$2#]Z_):>+W+39=%$:Q=?AA_>Q.;1^O%6B\D&\NHD MNX&\5J:!O%:J@;PV+#77L%RW^E&9EK6C/%.1M]TULGYY-7VU.^M@W-_78I-) MK-0.F^IVATV=E5(^M%0^TZLTVF9M-/_X>/WK/^\O%9;R**KK9K"TK9BD*&\V MR2"I73B!1)LD42U!HJH:)U$B0M+HDWY=@3CY'$C4R>O;%A*L@!6ZK,J`X<8 MX$4NO!SFED)2/`.HVKB4E#UP'!(`#K:,'6>I/&0J6B\*!"(;,'GYD[W^V>[Z M60[PH0W,ZMN`HO6&LV1^`R"\LP@_4[5D%1#`=V?Q31A\FKQ4/DT5%XNLZRX+ M%)A*/FI5>Z-^LK`SX$8&W)QIXPYKCE:C1NT-)YE6W&D)^4%+A'RE,W;=]%UI M<4?GB,E(>C4"V*_QD#.07E4!^NMC_L$$E"%WZK'."ZEU[>5DASHN-J7S#Y3< MZ]'Y:MB;#*5W%@(AR4](9R.U+?H9Z$AB.AKVQC-Q(7KM5O6_8=>]5!2>#^9'%_B/5/2%'R,W$K ME6(N`RV-4.>V_V#B5$H=G)C]6@T\1V=D<@979T"N0*[M(->NG?2!6KM,K M>)RLI9MN)OW$LEJCOV+IKE4S9]/>5S6H:0,U;=B8]=2T$5P?(2C\$)1C$(MW MH:/13KN":_@('2UYDUD)=D$=`:&#REP/5;D2.AS/W43QBGS;)6^$SK:H0PX' M/6R$CAGO/VW-ZZCQQ-A4C>I9"1V;%;Z+&MOS0EDAZ&_QDVW2HD5B=R-6R3@R M"UA:+5`L#R*B7`QDGD(Q'&@4(L["H>SLZDL\]TUB-A(J"GNDUB!,+,]!ND>K M@FZJ_;)BM%3"B&Y[U8HZ252@QJL<+VCI-]?7:5%]Y13"BL@ M=:9H4>1%'R0K[O3+>-'Y6PUYT<,S(L4;/8E1',:KY\CN]&GDYD@MA4>U?W@R M6"R'#XPSUZ"4B_"KLDTK:.K'71 M$W(,=C$7=9)RL8EUVC,G>G:-'V6:I[L&UK3WE`+NU]92F_X2=L*AI9ZMKW6/=A!RL_ MJ+W1:!:%MM"7?YA,1^$7O5BO+//E!((>;A);K!1^HGS"#XY/&PJI'(5)OJT6 M72!T.-:/>BXXG@>)7>.3;?J61R$J=-@?!I.(Z#?!$HK@8$7*JV('C"2:X#A( M\8V1-T#EK1&%3B"X[S1K?1SK=[V)HWE`)NTM2]NQQTFFAD;20@?<`%_HL*SI MN%A$(L]P%T:@E!W:.YVV"?X?D:%$P9HO:2%-$E/2A7A&$DOIJ3%IPKN)'XQ) MHXT&?8>%,S/SRUW:SQ8-O.*!4.B!6%R]H*LZ[ZLJ='V4F[6-_-\-%^/A8?5D M?&P9>$,RG6/[CTLEW>=:B5<)4OD^^]%&O/D#=TSQ:;@218Y0D=;6[,.>SH M*>M)L,CRMHP)@D'#5/Z%+&9E4Q[J$:N-*`IV"LR6.Q0WNWS/N'!)4/N`,;4$ M%\$!CWSS_VR:R[X_6.@FWOV5-VS=ZK$:VA'N$N.]E-2I\Q;[\YD[/UE3%?X[ M\[X8'C(-?<\Y_X,H\LFQ`AY5OL`.-3H^&1;!$;7_WMNNE^2W%B,C_?#+MDE; M(_ML_YZMV`\>"LAWF[YYL'2RM?96/^U8GVW^SJ.#,5?X/FO4+E;!D1<=1+%[ M;AH6IHX/@^?2Z&Q?#C89ZY%M;277A.(Z^RJMHGC%'\_ M$CIG/(,XR(X7+6RV5&1#-(X$#UA;UJCX$[U!S9)`P"=Y_3HT:>BC-F-\PWH2 MJZU*GW_RW?-'A-:7'XC53/MWFK;K._@>?_?>F;;^Y]N__TU1?@X?N@M<>#<+ M^O@]=9A%3RK&_)=7UQ^^3;3^*W8:)C_DSX'^]>DL7TV0Z(O0@KAPW$H7439,9G>/JX5;YNJH.#@3JU-_M=E>%)GFL MA?%972/1$VW?_JMCNVZN!NY[\5(20(!#43C\W8J\7H#`-B+P"_9RL2`H!TF5 MPXEWA0>L',&J#"JL`5[DPLMA;CFETO+1?90\9-JU(B+R==_5>L.9]&W1`.'B M$'ZF:M(7-0=\"V7PJ08JCLT02W/I+@NTO!G\J"]]\^L3Q M<)(WI?,$A/R@)4)>TO(*7>@9-QE)KT8`^S4><@;2JRI`?WW,/TB&EYZF,N35 M2;K6);+M_H&2>STZ7QVL'`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`=+7`8,R%?#M)_[,:";]R M"RF++OK=+;(>\6?#HF?IS8:JFU*5[?-)*7SN;BD+-!^PJSO&FIH<-XNX%<7, MJPTP9O*;DE\=8Q4WR=^R+WAW1>027+K&H\6K.//V'6B^(@"B5?U9#P$".JOSPC!]^WOYV_>[FEE,K[0EA M6UA9D?4OCP=!31`$V38;`Z%X>,5E[97WE75@_4B+8X>`&@ARWB0WGJ85!OFT M?&RE,06_T1(WBZ]ARZ);VK&(:Z0;!J!_VB9A9/?WM6V]QP[MT?*>:%E:8WRS MZ2TK]?K+I]P*GV]$)8?[0-=775-L>X%#/#[BC1_V662Z]WZ)B#EAO<.W1%;A M%8ZA<51M1_V+0>A.*[&,V"8"YB%&3=`B")GO[2=,/GKWCO'X2,NLAVL>%UJS M",=]N%DUW.SAY6XS5]S-P8,?PENJKPY>&3$3;)1I4Q;RQ"2N<`^N8GO1&W=H MU+8I:&<4KC7S"C!SK=\H&(ERI8:A,;^VWMN6176K;=W;[.0?SLCP%%_JGEN5 MQ(W$OM47W6-YSUC1/?+&#MOKV'.`+;?9VZ@[Y,;#O75K,.YGLA;;[2?\P+7A MD.Z6_J7ROT1<+0TF">_8OD7'A$?\Z\WIZ):VM>2D'DG8=[R7R;7U']I_\L[X M?L^;0P9O;>Y`QSE<:H+WKNW<#(K;55P7FGC^B.=7K%?-E7L5%]`85>2X2943%G0;U:'QB7:7BH"1(U9+2F#070B`!?691+#(X?V3$Q9D M%_OZW6R&V=:V>WK@C*=%[-/&>^!$25F#9`.7?IFD+/Y60TE9N^W,:*^O>#,6 MV7,(&DE$5$OA4>T?GDS6;@59F8;34M-.&RU%IPZE+T+7WO24)#OD2B!1ZY%K M'.,C84FVP&7YN6S482ZKI!^`(4Z3(<;`$,`0P!`;AI@`0P!#`$-L&&(*#`$, M`0P1U@1:8@>CA8>33<$EXPI):V0%?%1_D:PZ.8_6?\@NKB,K]QUS*IDJ?L4* M?+6$D:'J3+8HD:7L3,URYT!A[5)U9_+=;^U/OHI?LVWB4J)[MI2K],SXH4,Y M`EIFLEC>Q53=SM9]^*10YET=&]K<:Y<>8^M2>U*IC)"`'6TNI\L/$;^9GA3* M>:MC0XD;Y@)#7%&3,[FG0A4#D@GM:F:B89$E5<#4%[+>^V=L/N'/-,Q]$V8U M*51>0##&=E>UO<'W]FKMX"6V7++W:TNW5YC&*R1C`2:CPK$`ZT!=O([=\5.% MH`1__D8`9J!UQ& M6DQ-%DX7-1\;_Z+>X6,&5Y5/M:[QJM[A]9J']U>^R?*IZIWGIM[A/7*TKWD' M[^L=/BZ4:M[)=;W#,XFJG-4[R6\U8\-UZYT@I5[J.OQ45(EL"[K2PY3?8ESU M#,:A[KE?8J(^5VO;H@J:]J@0!5(V/-(WLLL6RO]<,&XQI,&)6N@,9R:ALA\5 MY(D=EI@D0L=CT7E"1U2$&276&;IOWL M*F>()<,3N]E2R""F85ONCY<%98.2PM7LN]?)]VL-5AUENT;561GOVZR4I[JY MJ;12?:I\VB+.[,*< MH<96>23.(&1L!:W'])>B_OX&(`1H/(S&WRT'D_7^103;(S*LHE@JO-8>6R>1_/_^J['+BJK2E?`C%#,N(CZP&AE3G:A7%46Y\*. M6`NWR]AA07[E_2WYD^>UT:2,M&5O-12]'%0\H/<%NRXI31ZA(O3<7W!9`E'0 M5$RC)`&*<8KCZ^`W5-JX<%]'("T@K1RD=7Y>^=PC3M<"976(L@X)+5G/FEFY M58-I&>N$O=60=7+#(C!2@R9XG(/L>J29J:HG(DJZL<["L&FM1ZQH+0V)XX-05OD* MAPD^`8]G:;OGI](]:NUL56EU$EI4)1S_0!!`$#+6K=E^X5H./A"P^G@#Y`OFVEGRE=^`"]0+U[A>^TS;ZM%OM\,,U3B_]+FFGH4)\H&+S'4#]+3.OP[(@3`@T"(=N&F20]9W$(APXPER$^0F MU-?*7U\K,YD1^*/[_''\DCY'X@RHK]5^-$)]+=%8!%,)5$&"^EHG%Z"^5E.0 MAOI:("M!5B8U=9?K!$%]+5DQ`_6U9,9.Q?I:HQ,)MBP<[W/T.WPH5=.&2.>S MB=:6[!@@K7:15GNR*H"RVD59AX26K&?-=B?%0WTM"6M#`0PA0`0"1(X]E50I M\5!?ZQ@"IWZK9S@&7+4%5RTX^P"R\C&6K.JNW8<)J+!U?$,.0`C'B>.#4%;Y M"L<)/@&/:&F[[Z?232K4SX$*6T`0'3\/`4%(1!!08:MS3=72*!B*O(B"CX0L MWK76;4#`)T;`[3%:@'Z!?BNUH?O)H[DJT5]SXRG\O`X6^'J%G$>R$0*S2X6N M00F^X$#AW[V.1EAGO4_H)/$^>?UU&ESHY_,%6AGFR^4N6-AOKO$7OF10"0:D ME'HY&(>`ON9N"@]])^\^8P&%8Y"'R\0D'&0#D,YG%.O_]XNY"7[N,.&`^*+[>%[0K;O3%O_\^W?_Z8H M/X=/W^E+//=-?+.XVOC@6=1/RCB_V:Y[3XDF&DPQYK^\NO[P;3(9OZ(@HLQQ MBQ>$M&]O/G_[%[+ZZC=:-O;;_0KO0,7J!>H=[_PG;;1I]UJGXNDCKMT6;%-W!MFJ,;Y MI<\U]2Q,D`]<9*X;H*=U_G5`#H0!@1;IP$V3'+*^@T"$&T^0FR`WH;Y6_OI: MF)^CW^%#J9HV1#J?3;2V9,<` M:;6+M-J350&4U2[*.B2T9#UKMCLI'NIK25@;"F`(`2(0('+LJ:1*B8?Z6L<0 M./5;/<,QX*HMN&K!V0>0E8^Q9%5W[3Y,0(6MXQMR`$(X3AP?A++*5SA.\`EX M1$O;?3^5;E*A?@Y4V`*"Z/AY"`A"(H*`"EN=:ZJ61L%0Y$44?"1D\:ZU;@," M/C$";H_1`O0+]%NI#=U/'LU5B?Z:&T_T\\\_^>[Y(T+KRSM]B>>^B6\65QOW M+`L(>1_W"5PSE\!OMNO>T_'N"7C>F;;^Y]N__TU1?@X'RSG$%^S=+.[1=\68 M__+J^L.WR63R2IECW5@AT_WEU?GX%;'\+(J"6[SXY=75W;>;3]^("350OU'; MZ5LPW;<[C\Q$`_,__L\WO!:!9Y/MS>?O_T+67T& MG<&W^YL-K`:UPFHVV`55A=UN@VWWL4^.OA#!O6*\/$T.#Q^794FF\3ML&P91PV M+L]A[6*%(K:V6J^M/='D8X$"MK:V10;UGDN&B6.)Y/Q4Q-9N$I!2,^>LB*U= M@CE;;UG.,DUOP515%5IR<^A,:Y)#NV=3S@9%>+4-NF^6:25G$D3;U=5L5)X9 MCD*U=_B1\L\M7MN.9UB/'PQ7-VW7=S:^V!UXKU^OD/-H6-2A M?DG]TTKP-W>8TZ]>I_F\Z>?S!5H9YLOEKLN;_>82,7#)/-[LSV<>`,!*400S MT&N)R\BIKB9[)8N:CXU_4>_PL?N?"I]NUMA!%-E*O:N]JW=X3KFN@JQYS1OY MM>:-V(\.6B\-O>9MW-:-C]3"<>OP4U%9L'W767085:LN4^(B9#`.9/9+/#R_LT?=+`R^4C]^Q M[GLT]O9F070%=GID-%LQW-@S&^XGPMIPR>C*9_0GF?J,0WRJ:?TW[V\^?([^ M5-_\F+[&9ZP0K81=-P8/\H$HX16/6"+K1";1(41)D=6[9!$Z=GOL>SI>4`// M,(G)I]@+`LLU4>LY;^0PPF':'C/,1Y\ M"E+ES"6O?Q&Z))O@3Z78I!C^0OXB6[<%HXYP!+VFI[:/\BFBE>@0X?XHF%;^ MP,K<5BS;4]#CHX,?*8TF@9Y4_N6%GR"A-;B8CD*Y=4_P0?DZD"-NN.XMEL7? M==-GT?L!!HW5&E%2YG_I2V0]TLA^8N4N,&&@.1T-6S[F>MC!S"`E@M!E[]#2 M:BZ7A83_UYB,1(B!"":/'-CH`TS,629A$:$(.\<6C2^@!8Y75.*X'C%DQ<[P M@%RVT=6:F-Q,0!'@T<]$H`N=B0`N4!64V.J9`ZW$R@!REN"*CN*8:$!"-0;! M!U,7*?4/J\Q%QE00I2[?9"2W)DIF27"CK!V#ZB!=IXF$!'1"9Q4,?\IEAL.X MD6SAT;;GSX9I,I9*0$\TZLD<`5&Y$?\2)J7L+G2BKR%BF)>5")4T<[$:)<0D MT!P_>&+7'Q@EUJ-8^KU0(L$\M\G35,MP"4WV\Q(W@!2J>9PYE0(>+8H8T(-" MJPE;27VD$`EE!-86T@4;.&P9U':R;&4>^0RHI;E"<[&R?$=]++&#/5LP"JYC M4";_H[2?9N(S^B+6G4Y,UL`PIXJ1() MSOA[<'+0?:*_5MCAXVZ]%0P6%.\(AT;?0Y96%D$W$Z$`>\&(+`8G>Z,(G26U MA;A$0CLU`:/:^BA^4XMY5I.+#M6&V*5551D4Q*S#]> M%K1@E103EGWW.OE^$#+*PG&I;1;N9A,1:Z*UBR_##V]B\VA;4;$ELH#+Y2:7 M2\=J;"IM6*J*PW`J9%\YJP?GVEF4H*5.$AE:0ZU$]IVV+E'IF,^T/_BZ[DK' M_V%2-=EQ*F>(-K!%9]DB6<%E7"B[0]N3O2"8@<;'Y9]4>R$/^HJ`$5`M":H+ MY[X"JMN*ZL*U[0'5;44U"/"3034(\)-!=:8`SSS":'"":?,)IEI2>CD>+E7M M852_@`])X.>8HY^QWZ.CBA@,5>UF`M`LWX.:93J M"P)4D)BID22;JQ\'`)08@$?BZ,AS-$T6(NV/2TW,WSN>=X=GFFTVS:M]\P"F M3?Y"%ZZP:]4QARFC`4?AL6GI2RP$[H!S&.#U&+7L2D;]E6>WR='8+:M=S:@4 MYXTJMZN9Y>Y6$V7;)$,,)=/=)0\RS93W3`%XJ>J>EH@K5J=3 MT7K3V:C)ZS(@0B#"72(<]/J31N]L@0B!"%,DH38%%0N$)9JP9I-&H\R`!($$ MDR38!Q($$CPF"4Y'Y4.UP'=0SG<05>>0W:PYCM=?/B91>ZJ6K",&R)(46>/^ M#)#5%F1IPW(9`("LYOU!DS&@JAVHFJ@30%4[4#6<97(56.`U6.!;)?%D9Y1B M]]J-M2'>.@C7V(6X616G26^-`#DT2`Y]Z2T>((<&5;7:EILH((CW&TB4,,)4D.A,UW60:L,"6FE2*AZ+'3=9[J;9/E.7I"S)7R9JR-Y\QQ9 M=%GR\>*P-QB6"V,#(N@0$+!=8]7AI_CA?8<9"IV(OM6R5DS<%02B-O:)\!``0``@`!@`#`8P-0 M5A.IU9'`=9M@#C;919ENNQXUNUQDDC'!V!)QEJ@'=UN%WX?29]0#JCBJSM2! M^B,@JQW(TL;2US0"5`6HTJ3/5@54!2)P!A*P+;A2IYE%_F2U]5OM#KWS;/W/ M\P?D,GM\12^(><1]<%D,9GD[F.?\_+PJIG+M21"J\LT%N`)!*2ER!!&P+IH"K`%>`JY3H(C#&FS;& M/V%>-T.QO25VPA!R5PD3/CU;(3\H7WU'7R(7@XZJLWH,R".`85M@")P,5`@P ME!V&LMI,4&R#C<_&NW>0Y2*=A2I02RPTO>;XP5,6AH4LW;`>I8]8"(9^L#W/ M7J6ULPQ^"69:'Z/19KG%27=4:L.QMGZ(`ST`/0`]M-29#-JB,6HXF\SD#TD` M\=`J\0#T<#KTT,7F&NG.\/?[^Y4J]AH[R*,IG4%[L)9H6,]>IQ$H_7I#G6GT M/+?]!Q.G$O2@DCH6?'S^H2`BMCBX`>A(Q^[*L#?*+ML$Y`OD*S/Y3D?2UUT$ M\@7RW4>^D]&H2^1;P?"N'=KUDZ?4M*;V!A.MH[36=;DG.6$-1]+7%`?":B-A M#;2I,&\$1`'F3,FQ/.Q@UXM%`AK6$_F"9>D$#H^S(#CPQQ[UC;2.^;=MQ@U+ M5#.GR[H."Z^K2[%=@!O`#>`&+DTE-D3.1BW(NH=+LN8(8@+4`-0048.XKA?= MN3`-C@D/>&$[./S+0]_#I"+93PS=SS@`"`($NPY!N'B#B[>]KD55^B9P0+Y` MOONO7#(]XT"^0+XRD^]@D'EC&#LU_>0ALL_HK[GQ%'Y>!RM\O4+.(]D(@=FE MTB>K4((O.%#X=Z^C$=99[Q,J2;Q/7G^=!ACZ^7R!5H;Y#L8AI#_9#BNH\(*1HV!K3LY-'[".5P_8409J3]'Z*OEO`DXEU\"F M)"$KB!]1GNA_*`J9!#3L*W>;L6) M=[YK6-AUE??VZL&P>"5GG9PW_=4J.&X*7:/R+]]\(>#O3^E2%B;6ZYB$2]2I MIO7?_(HM[""37;FA.>%*@P");),@(3PPAP^K;RCNA*[$]AVQ.]/CK@#7(_\( M'3\L%QB$89/)A`Y_H=QAK'RQ/;S1>>J83DAID7[O4L+<\G=\XJFY!(5W=+MT MA:ZR(/R]HOZ/.?:085XD)5ZF+$H199$HVE;&I8<1+=%^%8H(;#\Z:+TTA`ZJ M$_8AB%EQ(2)TZ#61;03QA!P>L&D_BQU\$2@+H8-2S>/N43T#]E^MQX02545B M983A*KQMK+B2Z@&L+R#._E@@P72\%8./:*2$8/.Q9A.=UW M"55CLI.'%^4QI!J=//Y(!WS&#JWT3]C1)%AQE3.TLGW*GT2.!AK'_?&R(',6 M,31B-@LS9D*8;4PR$ZU=?!E^>!.;1]NRRU)?])5F*.7^3 MUTB?9AOIPZ`ZK:B.J\[J<`E?$KP[JS4)?RL\B4\LYMSW<)OF0#J3'7K5$F'`S+W9\!.722'(:C M$.R=D2Q[HU$F+U`BY1-1@(&`A8'@(^4#>X=0ETAK7$CN%EI9E$D?#W2TPSP8AQ^/+:W3:K M@K2VWR_N+GC<_TC]1T\93O_!TQB&LW_0_(+]9MDBEI*7.S&")HFY:ZS3?"WS MY6+#ZDJ>E?Y_P4K5(5DD^P\=5QTWL-(#Z_OD($O'P>HTNKI!N+IALW#\8@>5 M*'6:N>$D%HN_ZQC3.=1^]L).(`=K-P)P;2*/)CQ!'DQ3[MU1N8!__E[*=*X? M@?"G^&?(64G/6?G8S9R5XY(51*)#?@F@&O)+3A35S>273-12%\/92K?6_)+0 MNDS:C;G4B[0<(C2@/=_"!.4:U`D%0`^@I[WH:4U\4,+2S]6 M:5A8,=7IANT"GJLTJV&X%DL]*.FY:(>4ZAJHN*Z1NH4KM#4:9C7%` M58A3%?0R?)]NT$`WE*?BL=;A0U&W4#7I2Q^$"J@*CA$C.$0THQF^OJ_A(@9R M9QK@D<$P,W=&!G$&Y-"@(3+)#/`%DOL8`<&E1W:F;)N1-2=H6+I#1TG$LCN#:DTXL, M2VH.7A)R*!0X`8+N%D%#P1,@Z$X1=)L*H-#OZBGV<*;^F(!"R0EVN;;"IUMN MP`E=F=@>S[R#K)T2<<4 M)G7/@QS=00M/+)36CCWW=<_M*8:EF_Z<-A;>PGJ/2-/OY/BQ>1!_)^R(0NKXZSW?BX9A2\ MI^1$,/W!]UZ4CZ8AN'N[LF)E.=REL19:CD>X:-5D%*U"E]0:.2UT3%9(BLL! MO,-92\)L2TP$'66ZE?U@F%B9XY`17>49$]8@_UJV=1[=0-.25:Q.^B-:T0%- MYLB(!G9]?4G?<3TR*#)MJG"027Z@C<[M%Y?-A70RA6L[1*A$,D@LLX=;%SO@ MW9\O)ED_86?1:$>6OC1_UF6X_G MIO%$:`RY+O;V=+U'GEA,?\"ZT/&8$A!+-$F7397ADA4_JHS&:MT)'5'L;GMB MJ47T9I/!3]4V&Y8<%$N`W:ZP)U$<]JQ?YFICUB_OG*K%#Y95LV_8+W[U5:YF MW["?Z;B!FGUM)=2&*H9-"E>=:8"J)]GN6Z@#"*B&.H"`:CGK``[Z9504?ZNA M*ZO$*?3_33V&IAB[[;QTW"'7^I8U[E=85JZ+NK%L9C!@!C#3?LRT)HFY\IFD M=N7RQ7:\I7*UPHZA(^E;I4D16%(JCF2\2PE%>:$F2HBWNE'['2[6!`1PF`"R M>SX#_CN.?[6?-\X+M&XUK?O1=^QUROUP9[BML$4I-6,H4*FJ-:B2O[0+H"H( M+,X,DP=M(TS;7+D&4KXB'CDE.W=(FAXY+G%'7"8]LEEAF5D*`*CAQ*@A^\8% MR.&TR"'[JO6$[M]XZK29*Q:T)0S4Z<2_"NX9R?+\&A;_@\QB"4"^0+Y2D^^P M+>8+D"^0;Y)\QYE1C%(E6=>6E>,AZ-&@FP\+X'FVNISP3ZW;)MQYF M\JWI[87CO?1H;5@R*TWQP/_SC?4*T[_8BV]8JC1/)Z,+%KK>&G8?X)+"V+(] MNGA;9]F%#Q3EY"/!P`FDO'VR:<(F3;9D.Z:DAQR>Q$T$)_4@4H3KODM6@1U" M'BXFA,\V,]6T/NU62<,X'?ZVO5#>.WAN>,JMX?X9/::^H6DZ7VP/*QK+S22\ M1?\BK&0K[^,UJCX9%K)T@YR_[CSR!:4OL>F/^U#Z\T^^>_Z(T/KR#C_2:6_Q MVG8\`H@/AJN;MNL[^)XHE'>$-OY\^_>_*:7,L6ZLD.F2;[Y\>D5+(5#]=(L71+WH(\J\)NMRK[X;[+;&4SRSS)'HM0NT[WS4L[+KA<^SM*]TSG@Q:'H"_%@/` M[W-KO2[KC>#'6 M]%T/M$'93:OY-ZUM;5H[+FD/^A.M[)XU2?=\@+3'_5G9'0\DW7$.TNZ/\VWZ M3E_BN6_BF\6N5KK>Z.QW+\&/D7[:P&A81-.\I>JPUCS70^F#9:Y6U7*1WZE_8S]$1 M!2SFJA9S`6C6SR&-4GU!@`H2,S629'.1V@!`B0%X)([6,XI']\>E)N;O'<^[ M[V%8RU+*%5]BUZIC#E-&`H_#8M/0EUDCV@',8 MX$4F?<`+V\$TFIZPH.*A[[0#%K;<9'<@8?4PZF.W#*^Z-BK%>:-I)G9RX&*6 MNS)&%(!9N"Y&T[J[Y$&FF42P%("7R@.K=&;+E=05,S3J(:ZMLE&]Z2RSI)KH MZS(@0B#"72(<]/J31N]L@0B!"%,DH5:XN@"H6""L0X0UFS0:908D""28),'" M)2>!!($$19+@="2N60[X#O+Y#L)$1ND]!\?Q^LO')&I/U8:`K+8@:]PO7'0; MD'4L9&G#NL@7&/IZF95G":]-0+DT"`Y]*6W>(`<&E35:EMNHH` M@B$"#`@0!`@"!`&"`$%Y(2AKF$NK4\QI:7.\6&#=XZ7QYWB!'0>9BKW8OE5" MUAP,I33RAO89`$``(``0``@`/#8`93616AT)7+<)YF"3793IMNM1L\M%)AD3 MC"T19XEZ<+=5^'TH?48]H(JCZDP=J#\"LMJ!+&TL?4TC0%6`*DWZ;%5`52`" M9R`!VX(K=9I9Y$]66[_5[M`[S];_/']`+K/'5_2"F$?M&U^O5HCPZ%MA:AE_FC;\V?#-$$=M8)EP,@#7`&N MI,052,"V8`JX"G`%N$J)+@)CO&EC_!/F=3,4VUMB)PPA=Y4PX=.S%?*#\M5W M]"5R,>BH.JO'@#P"&+8%AL#)0(4`0]EA**O-!,4VV/ALO'L'62[26:@"M<1" MTVN.'SQE85C(T@WK4?J(A6#H!]OS[%5:.\O@EV"F]3$:;99;G'1'I38<:^N' M.-`#T`/00TN=R:`M&J.&L\E,_I`$$`^M$@]`#Z=##UULKI'N#'^_OU^I8J^Q M@SR:TAFT!VN)AO7L=1J!TJ\WU)E&SW/;?S!Q*D$/*JECPV@\._//0]3"J2_<30_8P# M@"!`L.L0A(LWN'C;ZUI4I6\"!^0+Y+O_RB73,P[D"^0K,_D.!IDWAK%3TT\> M(ON,_IH;3_3SSS_Y[ODC0NO+.WV)Y[Z);Q9W^)%>4=SB-:WW:SU>6^3PL6)E M?]^]!#_>$["\,VW]S[=__YNB_!P.*7.L&RMDNK^\ M.A^_(FMKZK?[F^^?<#Z(/@K&/3;YD!$5G#M MX95[]=UPO]V$P:/!DMS/>/6`G>BU.X^O=6FVI1#?P.B<'>']CR6=,_O3..OOY`S3]^QJ@T'97<\ MD73''PS7S(N/^`%=AQDWBR^8"_\_VZQ&^ MH?W;@Q]I/3[=VP!HFA]`@RT`#1*$.53#!5=9FLC-S?)O3MO:G+:[N7-U(-ON MU'YIVDZ@;CP^VN8B/KIF/J3=3:JE47B(@3^3A3@&,F\Q&5(W3+H$^F,Z.Y[/ MRN(_=8-U@$HKSQ#L(?@P;"$5"&DK":JHUW-5^^K53;?@&#L%;V40-!T_#VZ[,-"VZ_GS#V MRFQ_JS'?>_+>8\PL5`N8A;7B>LNX2RZXR)8*&'*U$^:F\5UU)'FBC6DB?:H%3#BZE7:2:[+W$&YW)\6,#0J8>"U,%H)%1##0M8+/70E3J>B3V>#!NW/5*P5'Q+`3E^MEX9^Y6#DWM.`L"B0:[/U89'HE+G30,.1M$RMGHK6++\,/;U;(>30L&IUWJ6T%S*7D]HP.E!^8E0G'G)4) MQ]0F9>;B;U7/7=`Q+2@@)GLA2I":)A.D9FKQU#)M.U(RWU+Y3/MC)?_X>/WK M/^\OR5+,^9N\T9/3[.C)8&5LTO]@Y+@*MN9XKA"*9ERH#-1>^30T(-4:2359 M`V0Z*Q(`K.T)`!9,U=/948F:"N6B`>V%HLQ+`05070^J"]G5%6:E=.CO\1+2#^\*(^144N^?B26]F4IGF@D2;02^]6W MK,FDPK)R9<6P&61.WP7,`&;:AYEJ=?O:=!JI7ZW8CK=4KE;8,714N`]!T^S0 M>,YF&B!+)6UROJG`"S510BRM4NL-U2%0P&E3P*!P-7R@@&Y10#^SH#RH7F&J M]Z/OV.OBO7_:PV^%S4JI64/M3;4."\>N(6LV+ES@!)!U-&3-^J!T&E$Z5ZZ! ME*](-Q:&+KWJJ53GLR$?2(U%2!MEPL&PW/T9D$,GR6$X*G?'!N3027(8C,4I MZ';?P]W;'C)IH-B>[JXMX9K.5-43[)V1K*Q>HTQ>KIDK$#`0L#P$7**=*Q`P M$+`\!'R@H6N!RJ85@N(/Y:345\PJ=VK>9OW(9&^RF^S@(GM/$9JA.N3P+YZ% M(T$]@\2.^07"OM)O:66%\NU5@I(%B;U2OU7@MMI3L:!T%==A?;6MZJ7F06D, M2U"$H!@US\9EJQ*/)*@S4)R:AZ.RR8ZC`GEV=:5-EZ+F?B(Y+^^.)2@<4)": M@WS*$GN5H#9`"=D\/K!?5J@H3+9_;Z\>#(NM+BR$1U85E"ZZMG[%%EFH>67- MK^;$3*/)^.39)[Q;] MZ&E-7&?"TL^E!F)V?NUJ@#MU4K()*DA]*6X2T[?;R=2;P:1P2]GVA*P#290A M"74J?3@#D$33*9J94@)TJC#RN;%,P\**ZS^XNF.LJ:/?W:=?U685;+<2@&8E M'3>MD'(=0U67%5*W4*7V!J,)J(IF5`7MKK-/-VB@&\I3\5CK\*&H6ZB:]*5/ M'@!4!<>($1PBFM$,7]_7AZZ++DH^BASTM.\M?(A$'1%`;$8Q&0`0G M3P2#@3C/8;NU6[S;8QWJ#(RU)HYRFO2>*2"'!LFA+_TE%I!#@^I.S2P5>D+* MKG!QJX:.J M9QROBM-7QY[[NG?CW&'GR=`Q?XEV2"^=,=9R]EY/;O9X99Q2-_OU_;[" M3?VR.RQ0N*F)'08Y.'L*W`PFI3%9H%Q3(V3+XJ+OXF'1Z7N>J66K&(T+5&UJ M8LM7CX\.?B0'HFQN'6J'*MWLWW&!NDV"ZU25(&9U6K;VV+A`M:8F]IF?F,MO MN4#1ID:V?%CM3/IEJ^F-"Y1=:F*S^]3.>%*VWMBX0/7+)G:85S:-1J5E4P&[ M27#5L1*R:3@HJVC'!4RF)O:96S:I@]&D[)X+&%&-[/FP<-)&I1%R8#QGOR>Y\*OOX%=O^QEB=K7 M<%K_O@;Y]Z4*V]>L_GT-ZZ##_X_PX=Q._0C@JS4ZB>-X[:CY9G M>"]_&'/\P7!UTW;)V#?63H.!WVSK\3?C"<^O7!=[[K5U;_'ZKE*BJK;.ZP7SSZ MI%S9W&$_\^X$RN:VE5`;*MHY*5SXK0&JGF3?H$(I7D`UE.(%5,M9BG?0+Z.B M^%L-18U0$_?Z(RU0H:%989E;C M`6HX,6K(OG$!O<3^@GM&LE3[AL7_ M(+->$9`OD*_4Y#MLB_D"Y`ODFR3?<6848XXZ)\>(H-^.W?]*O=J.1PNH6-Z5 M-?_X/]]8T_0!VDT\BK7/K$BP-UVD9/;@_@P&=O,=7'SO27_M)](ELW98!A:9 M50N:@P6_C]B3-)K(BA4-A,PZ!LT!@;K)`B_9ONH%-0,BL\;!WK2C(W!&0!(U M@B*S&$)SH,ABC&2!(=%`R*R/T!P0#C*&JM8-BF);0TKR.?8R6'QWEZML>6R5=QBD^;QOK==S[U;(@>_0RZ>?T4O M;"')%-O9H'"*[3HX;[V.I<[2$Y42_,U/>/0&QXY/"KI^_L2O?(F<^ES2C>F<9??R%GKE":\%Z4:XOFY9`#HD*))=FI M_"C[C&]B,`YW<;_$2LI.-HX:LI<+A4CDZNU8S]M7G`I92P)T+%#!K/F"B*L0%-MZ6<'NQY* M&_T.DTDIU\:F&(93+'R'UBW*,=*SX2WC*PA6ATR^`PMOAA^PT6>'1R<_;I$X M_6-E>![&BKW(.W>89[R97YWD750D90/%&HR8J@D53(B[+'%%L5< MQG(5!J^4Z[@JJU3.",6[=NKZ>@S4'$I332,$23F&\DGTG?KFQPN%LEOTDX)\ M;VD[9!8W-Z;('Q\,!^N>33C&LQ6Z;V...2T)W>[Y`Q/8>GQ1AL46RKK+D96P M216;UT/K<8PP7!!US5]@[CKR$X43.0%03+*7DM\P!4R>)#J6#D]+9?`!=[YC MCS'8VXQ:8K^)W;YB.PHA*5_PL!RJZ)D@DU"3Y_BZ1PR%0\*#4CP!_AHYA/H\ M*BU=8B(M6"9*@)2(K'KD&]WTY\3(4716HCF7JU-^P4S'/!O:%L1W_2('>LR%*69,O0YNO4X9"YD MMF3^6!HFSN*A)4'!@V.C.0&5JSN8_4R`1SX21"J8VVX;H/NDQX$8%^08QK8DS/#0JO'MDX-6KHJHBH7[GA$F,2 MGOZ)OV-'IY)W3:"&(]()@;XBHE]Y8'1-#".R2/+[(R-U)CBYTJ#G5+I'/@19 M8J#$4P6NM0$4_<"4BF*X'&34!B(,YN`U44I<"G^YNOMP]7]2"XTK+\7:'JC, M>A3*],F;RFH&L]C%#84.MX$D><6D,FJ_#4"4([49GY!A,A.$4K'ANGY@ZX5\ M$)$^-Z$MG]5AHB;H_I')]]BAA\U#8S*S@W!*>``A*H#>\M(WF9PB6V9*EO[[ M\'*IG`F%EB%TM!\WP/?2`,4L,\KQ9$.!56C['CG$6,SDX-"AAA&1"':@_794 M%75I,-.+0`+%YN-2G@E`*D((U!?8X&NA]CX=%!B]7HF-T]UY#+;US2P'W^'S'"F[[R&O^M$XCW2*?F^`ILI.6>Z MG4HI*("697MDUB?;?*+PVGWT#=-]9X816X"Q2!/7H?VYYDH\`P<4X&2EO="* M]=!W!CAZ]J7/.]1R<9BSW>5'8[*/-;$%&8[),%Q0'YP"4>11)+L+@]NU\5E" M\$3V/OE@$3N8QGDAFCA06,'$?-G$4A[O`$4JH M\188YL&4R"3<."??/%OA03M!UI&2H[^R96.3SQP,3X]8_-D+I;5"_YD:L7/N M[?ANK`A#$1-#Z!S#9#IK8YI@2UXO?'HL/J`*[OA@]*%`)MB61>B/3L08(>#9 M%9JG"WXJ&S968S`.L6(LLBN^J'`!LIQ]C@P#SSX=%`C@VFVVDWA%C"<^RVVXD?#!;$KF4&-7,)S(T%R''.>^DIY-A`B"]4#[WH MW!&>Y+AS;>W@BP4"HHKA9Q*[96!3+$0)B:+1W7FRB;ZAET\N-C$[*3X@'7D$W`;'CV) M/!#S@"HVJHZ(,B`6">$0@QZ>R>'*H?X<;QLY["!$#T%X?LZ\FFP*ZO70EU00 M4''QCL)2[(;N=.I;<_EL'#MD]>&R';R@NZ/+YYL,A"$G7DI1`20X$K?\?9M' MB(F"O(#$YK[#J"4Z'KYVV%1.Z>C&()=1+;)D3W:X39I];B1FAE2J8' M3)!'[$QZ%4SM2X\&@U"_!]%1+C\!"H6N[S+?8'YF7)"_N,6"*)5AR!B M6/X8CDTW?GYOGW\,SRQGL:NMC_?W'^.W6MN;B(17.%]T[HFMA8S`Q/B&G0FS M^:0[48X9>XKV^(^,_[P0Z!3&<6&T]HZ=:'2H0-1 M@!&1[>PPSSUYO:UA`B]7<"XC#/!D/`7G98:#V(OA%:L5+)V0,SO>A>LP^+JC M%=-MACKVL1\IFL/=Y4+Z_2VDB]Z&?,Y$K.` M"+KPWH(OA:R/B@!^D1(Z'-W82VP8AN@-SIA-M23(LAV&+F)K(`FU2%IQO"J? M1$J/>W:;:IKV,\,AM0!<:NJYQ'CE9UD6F(+G8K4/HF?V1TS3,J.S01@O4.^, M"V0$UZH*(:B-^S]B(=R$PDTI_)I)I4H*F;+O7B??/V:7`VU4JK+&J%QESS)S MJ;FFBK*?U7XR_7E4/74\7SWGP2@[G:E40>=#"4[QBLZ1SJ:\&89][#^N9V-K MU!#4V$0U%B/M'HVK21H?CT1D]XGFA_'HN/SP*7`EBV_*<6HT-TB0G*K*2'*J M>F22*],JHW!F+N!:%EP7KN9;!=6AK%GA6H=MHJR.V0/_CN*?@)UD9*?! M[*)?N&M(F_@)2.M8I#7L7TS`O`32JH.T!A>C3DNMCED!'[:"F(&G9.0I]:)? MSG_6$I8"RCH>98W+71$`90%E':"LE(H'':*LCID!?P01Z0>#R+O+;:)!6K3; MA'0L/+R8%>[$UYS$`\IJ+V4-+H9`64!9M<@L51;*.M@;AWZNF@F5]CY-[FNP MNG$L^W*34AV52@LSS;:3PUB=%9\E/_($99;[2(O6&&$%$6.U-HVM-.W@X:`$ MI;\.TDBC!V@N*)TV+$&Q4S4B+%K)D[CC2:/NTG:\/I5X&LY_Q M6G4$*C0?'%ES6G]GCI^,J.('6[U%?R/_P[;O!AGC;`4I=2!?NWQ-/^9*I-]: M.6O_F%@XJPVHQ+-\@[1G>SNUEY7),/BRG7AEW15&M-`0+=]':XAO$I%Y/FHJ MO.CH:&G]%=VUYB MN@N%U5Z($+E=(B66"U]"^"ORRWQ6'RFF[<)*>X1!8X8$*QB]4UH'K6@+0VH] M1"!;HQ=:3U!JB;:%;);U$BMDHVP7$7-P4'3!W:J!$'F<0@I?[KZX6Y+%P2M: M[#=>;#&L[F2%E3F#I<[PF&&'V&ZNYS&T\5NW.9*6^=HL\A"5' MPN+1Q.P,YKW:LR):LI,62'TR\#,OD,?&Y/R`O%B%\6>#+"$J4L)K+X<+?::5 M4C80Y.8&*]S("JP3RQCC.8-3-,#*-SUCS8H[DY4^+PV=ZXKP^RV:CE'Q_N(S M#*IVQ M6D!153#W0OFT^8,+R.BQH!81T]MAL?6@;#TY>-+RKL:"&!`Z=FEM=E8HBS8@ M(%*"4C27PBY])C`G8],&51]#Z4I+,47%K;:7M%/&*%6`?*=ST2X4DL@+_B?+ M,\EN2J7[Q-1F%;`^T5N2?[-;DH\A(.38S-X:?W-RK#>)T.*:-JZX6'FQ0-[M M.P]LRB!N50"DY+6GEEVQ)!3#Z*9>%^M_LWFL3+"YBX'7`B]G?-9LBYAO$%)6@F]*Y-6 M"']J MDO;"(/!``30G@H)5L`X0$U_<0U#)^`%[SU1F(F88T7D?_!=6>7L>^\ZEU=`) M=?UNT88^OL60V`M*FE*I9I"#,:OF'6U,847%C:TS.RO>2%CK3TS+7MILI9ON M(?@[D6Y\AVLZAA<6Y0Z*<#.^V0?56+^E.#4;K(XW*SS>+C$9KWL<>#VIAU:. M/:1+Q[LM=$1+WK+K6FS6,;9#;E`,SU7.^*&3UW/EM<#2@ M8Y#GA2Z,BA^7D+^;K"Y4;;]4XT3]5H+=_MC:PG3C[*"209EKRT&I:TMM5.;. MC+\E\W5LJ6U)OZL&K\YG978UDZV$5W*JW;GREA6JH;CA+'_YG=V@KJ(7XYTD MT4F974T.[RH[(!!D-\CN/%-%-<:T9(VQ_NX.\TJA&JJ`=5,*M53.\PL1#V0&LU M4>WRR'INN_F@/,C9H^4:P)N4)0\.#FH'AO`SI$5JD%P8UBNH7.'/JC5 M?8@H!W8VWDTL1&8GIL9+Q%65J\O`="3NXHZMP28ERD`?T_G;):T$5VNGJ#W" MWK*@/W*#[$P=]_I]5?J>+2>I0F8E*@R#!FD1P8$&D4R#!#D=H$$*:!!M/`'U M(:/Z4-6+6;E.DZ`_VD%QH#\DTQ\?OZ]ID0EYF4Y`R,BQ]8TZU4#?2*IOQA+? MJH*^`7W3-7U3*.)!8ENP>,1#F@J;V_Z#B5-UV$`J'3:8]J;]PO6B.RE2I%-B MVL588D9)*K%<\#H4FE@EX.=B*K/2/T[%65$A/`F%FPO;D]J0K?4S<0UZO"1< M_XU=5LLF7BHM*)73#4V^K9HWJEPRO3SI34<=#JW*T3C^+J^>+EQ MX(Z6ZGIU-@-=7XN/F$6IL'HI;=3M\JAK;=8;%._9`@*IO>I:DQG;TJGKX46V M"`?NZ)*ZSFYM>"KM66@%PK!V@;*3=!E6^^2URM"#_81WRW1[MH=,A7SEH>^) MU\^,"WRQ(7'Z/*\02ZNZ1I49:1%-W;3=C4^>U[`,JF^:M(IF6!UQCJ(JG$$] M<.H"X)TTXNG5/5;?EB]QMU3=5FWYYR6M1)L<@-7GQ:;]S&L[)I?W(R_D^&S[ MYEQ9HB<\1/CVU^'<\YUZW7:"0JL4O+/X MDFF1TPNQ%?KN:1W,H$8][T+!JQL+G209)5"I^E]`7KQ:YYXDXVH3+#;]A)*U M.2L-+1AYA`&$CLADPJXP8+70@[LVEG//*J*&=/^,7"6I4:HL0DVY,*H$]*`& M9D_Y01MM_J#RYX?A)/RB6)'W`<^LC@J6DV^)@*+^3")#S)<+I168CM5.WBX/ M'.+[B7MKQ>-82YIK@E"\P6B`XE%-*!:[@22]R&1L7`ENJD.`+G2\P*\@5@P) M'2TD*<%L)':1&QX(.$:X7N56IV_%&G%L->K0;=J_")LHN!=*E">/7QH];#7T M(#:N0PN#[VD_(U9Z+L2.IUX,Z\(DDW5"QVY7N?);HL*(V4])AI&>!=A0U_R/L?>!LML'9Q:<[#.MZ1\>^H.4;80[>:XD==\*356#R$EY< M$2YDP_2"WB([@_/N"UM5PUW7#ZYTXZV;6!<&OD+:`<'U'_Y+.#?L049[&]!9 M-TU(E#/=-LU0O=)N=-AQ.*,3\^/_V30H2RR);,9A@SZQ:D"L1*7=I"B*:(N#X'3]CG9M MP*Y+6Y0]!`TA9-X"(X9TC$;]X\B1?-->M;=!YK6E7RC_#KJ.4.-NWT`&;Z1( M'J.,$/4'"4[QKX,?*15SNEA%W17]H`<*>J'J)D;$O*,#>7%N<.5TQCF"/AFT M_N`-NVBSU@5M.L!;AB&JD,A:"4!H]Q7>6X7VU[OF^`N;J,1&#IN'K+!'"3LP MRO?ME;41>\`A9^$Y&?N?@;N"S)]D:&<+`;P1+.;=-=@&N(3P"81,^L4+6^*% M\CN%8KC:M('Y>EA'8`H4"DX*\$CD4``^4[_-')L&5=;45T5U/H/8BT(=4^%+ M=(Z@L:6PEAG].EUSO!<#@R'O%^"OR,/D19<)VGW("YI3;-HL"V4V:@N(Y5Y^ MAI+_;!`[W4E_2-CJWQ&UT`C[=YQ0WPNMU-VY5O).J[;KH(R:D(F+QWP5'J5K MK%#K%M.NCQJK;9[SI@FHNS.HWST5%KPM!5`7J+T>N&A8,33@M*KHKY3LV@J" MN>4G_?9P9/=1\H'>'FW:I4K,Q6G0J1"&\ONA@_@#,MD9OUTEF64M=EI[I>A) M?=&;H]ZX+W.-W].I%-UF,J)1H34&JLLF7Z6OD-MD.8)2\>CUD>*H-]+Z@!D) M,:..+P:9I12[)21X.BE0HH24>#;I38=0;U5*W-#:#YE5.;HE)5I0['++!B_G M+FCH\%5C+;4ZA9$Z`U$DI2A2+V8UEMJ03115\1I)G#!;W(50K:R53(ZF!@IT MU>B;TGJC['PZ&0CK-"7CH0)=4F4Z3FO,/Z*HVFDCHL-O!N4)'1I;@I59)+!"?"S`22W4\W>E"N5G$ M$G^SZ4UTGDI*,1VQ?+3#'[$0V_,P1'5_?"J+VY6+!`9B4R!WTD&$)Q$WFYUX M*`!:>+;BJ&;RI6F+HR11L_3%0;7TQ=S9BQ)I?$I/AD6$$F8QX`_8P@O#"R+3 M8PEA41:RFYZJ4AL]3,320SQ!N;^3O:I- M?2=L3C;'^3M$D]C?QQ7@Q^_T!F>DA2_8R@2AFI M4OHSSFFB1>8^6R>,ELQF=QT3X;]B"SO(Y)ZU.9G3<#UZ=?N469Y!!MJ4-`%F MZPQ:8P),C?0_DM[F!]S7II+:XLH"W(L_NV2:B1U3?'>'PIT>\,)VXM&%:36^ MI60->4KQM-LAF^V1!81W#N&:]&VN`>%BKUSR)LUU0>-=)^+D6T+M8.H)IX6S M85_Z&@>`_?JP/P;LGR[V!]-,['=,[=WGRF[I*19FT8?);+*6<(I\I31$8[+^ M<*!JX#DV8T\Z=5X%4NTPJ4Z!5(%4VT&JV26/I"JL4W<6<0(055+9]S8]VVNJ M928@A\70W"6FVD)V+.GX@,4^+!7J M,2QW?*HQK"0CN6RZ.VN^]*]I#>E?:6)F7_Y72*:U'=9.!O65SNOM()8/^2+I MCTPOHI7SN_TE,`M;F,U%O)U23LZD]@NB&GU'V5'V'>.E@Q$1.EJS@CA_!2V\ MYV'?[;GO4$N.ESB3G>V:*1!:*J:U3DJN+[9'/DJ^BJ6(4]-_+^$>\@K+3LN2 M7I),&KHDJ9%?S@:3^BY)Y..8##LJLP2%1$P`=I2\=E2-NRH#MM1*5T+NDO) M8$>!'579'Y7='[5C')-A1Q5.3I?9CCJIR+'BIE<#D6-U^@KR-JM,CQS[^2?? M/7]$:'WYP7!UTW9]!]\LXOTG;GD;(UHXU[U;(@>S%A5?T0MKQ'!/(/'.)`KE M[=__IB@_AX/=Z4L\]TTR5.*5JV?DS)G9=<.ZIKC_1J;/9KIR77_%O[NG:XW& M5HSY+Z^N/WR;SH:O:$`6!?\M7A#HW=Y\_O8O9/75;Y1IO]W??".WZ^I!45QBBCVT?P]ZNIK'` MRIEA\=YU; M-``AMIH0QQ>CP@6K)4!#QZR36\/]4UDXF%:F)!8:=CW%09[TU9H;9"^)6$:] MF!8N*5@17**W\`^@+#DIJ_&`,J"L$Z&L6=,I'XU25L?L@7_;)O(,T_!>@)UD M9*?![*+?="HZ2.J3(*UA_V("YB605AVD-;@8=5IJ=GZ,G M[*!'K"R0X2A/R/19*L6C@\AD\TY?%X@&:=$D!^E8>'@Q*]S^M\&4&:"LUE+6 MX"*[8R!0%E!669FERD)9!=*TQ&96[61M12/&$\"N'*+1'S&=X=U+^J1??!KS M'RS)O7I"ADFG^60[OS)K(,K?&KU2YE@W5LAT?WEU/M[.YKJZ^W;S*9[`I?B6 MP7_B`[]Z.QAR\,;@4=.:!4'F$[&-*!IP#`4TNN*3@_%U$%MQ2VRE#8C&<1`5 MRG?;@.NK[^!7;_L7?74Z%@"JO)LX&LPFN6&F;<%,2X69JIT"S*:Y8:9NP4Q- MA=E,[0;,PL/-%3_;;"X^MX$W$\BD@YD0>59X-\>&(MFV0+8=]B=UB3K)H:@* M9.3A8-0U6@PS+<+;BVW@:4*U;7]:$_#2-G$TF`V$:MOQZ!1@-A2J;0?#]L$L M.),PX]J]MKZRNED[0H']^(',&:UM`\&MHX-6DE.QX]+%O7I+'58"8%AN4Y)` M=)P;HAE\'$&4.FI.':*3W!#-X/(8C:JMARC[S[^)W6Y8CWQF=0.N:0$N_A8L MY1L;\?YEC:^^&^ZWL"9'S.WQF14@B)Z_I4MDSWXV+&/EK_COK]Y^'?Q'`'13 M-M@$Z&8-@PY]WP+=J#G0/1P>^:&(:KO'SFH#2%K1ID!%H:_C_XP^3S_L;+Z6 M)38/"K6("GC[=?*?_F>UJ[`H)+PI68P_:[,VP8*,:3CL8-`^\H*HN,M[(MMK[W MO``KOU\@:\?.$YY_LIU/OD<.$O5GUR0A"XXIW(\/1[MU(X<4<+N(7AU?\ MJNE*]\B1T7M)+]PW4R=R%>X;9P?=#,IMJHS)WBOPMF:^K2VU+^ETU M&%HP*[.KF6PESI)3['!V7&/F)N!7<'FBM)JJ!'EG/X>_8T0T7*VO'T.77 MKZ4Z9'TX&*F]R;!P>GLW"X(*!FW1 M;)Y9[1TN9]D*K\)>5?5B6#B5_5A&13T="Z1W$TM0TU5(J%^X]%'P.7%.B/ MW"`[4\>]?C^[I?#),+1L*F16H@(S:)`6$1QH$,DTR"?;66`#3B!%-(@VGH#Z MD%%]J.K%K%PG3M`?[:`XT!^2Z0^6\B*_]JATW7IL?:-.-=`WDNJ;L<2WJJ!O M0-]T3=\4BGB0V!8L'O&0IL+FMO]@XE0=-I!*APVFO6F_<#WM3HH4Z928=C&6 MF%&22BP7O`Z%)E8)^+F8RJSTCU.15U0(3T+AYL+VI#9D:_U,7(,>+PE7FJZ. MYPK1Y`H."DDHGJT\T:Z^G=#DVZIYH\HET\N3WG34X7"*(TLS"75]NT(TCJ_K MBY=C!^YHJ:Y79S/0];7XB%F4"JN7TD;=+H^ZUF:]0?&>-B"0VJNN-9FQ+9VZ M'EYDBW#@CBZIZ^S6CQ7;UQ2K*=9`">_MVO2?>16^32VS_)TS#M>,UT:303F^#11;TD(CI6(M"DB8&;QC_(KFHK&ZSY M@#\]`O`+*=Q:X="T.9\/)[,CX$03V.*G&AR:YI.H#.1U6+YJNYO2H%^D('X% M?/Q^]X&@8C;C'J\F660/"&K3"_L@K38)::VOB8;TWBTV+6<.TK36*$V/$RTA MC@:"VFAZQU,S&!3PU%3Q((2>FI$Z&4[KHN8Z7#+;)^4-X(99@*O+%H\\BZ.^ M6,?B]BYW($@71'N>X/D'WXE:N?"UQ&\@HJ(/&RB-C@DEE(F[#DOGO-S6"M[OI#>KL5OGJ[=?A?U3ULS86T7Y/.!`:0<[^4_=A MY`R+=,`L@9S1?[3/:OVH*0$"L:@IO@!M@X/,UILB<##[K(T$(J'$9HOUEMOI M]?<[$:LN[\"7W6AN6*@S^/$;S6FE@E6UDD%DM<5?911A3T3ZY2NI+ETGLUJW MF!:OU5@SH?HBL8&ZY43]1KHJ3+S*$\C9.5`':E%A_@C@M*KHKU1=IA4$P]L: MMX@CNX^2#\C#"@T.5?Y=;W^5REPL..[[=^N))P\[&X7!2X&P@'17>4`F:V+= MKAXHLG87J+TURZ2^=*E1;]R7N:G&Z;1F:3,9T8"(&C-#99.OTK>D:++^5ZD$ MT/I(<=0;:7W`C(284<<7@\S:Y=T2$MSA#90H(26>37K3(30XD!(W--@XLPQ> MMZ1$"ZK+;]G@Y=P%#1V^:BQ>7*K%K,;:=K*)HBI>(XDKU!1W M(52K(RN3HZF!BK@U^J:TWBB[@(4,A'6:DO%015R!I44*AI1LQZM$T378>3)T MG#[#/?K^#EMX04,`"7C_PO-/CKT*(V_)NF+QN)N(E4%62D!=H9TL/V`RX;C8 MP%#X-AN#XC`_%+4M*%;)`0CR6;H#Q5%^**I;4%0K0W':,!1+A^%^_)]/A,6U M1:2)SY*";[PE=NZ7R`KF^6('!M!.[/$P,QX^9VK*CA3CM\7[@^!'X_ZH+R3Z MN.BVFX+VGG26H?"(^6*0'XVT?D.`STQUJ6U6[I9,PCTSP+Y^N$^F0[4AN&]# MH"FX1XZ>).AG1P:].FL(\@D8'%NTCT14XBHHVHEL[[AHCZ;=B3%G`H\&Y40% MVS:(4*O7C\J'A^TL_EFC:#@(C^,HWP)HRBKS59^DBN&,WB$VKYRE0=RV[BJ` M.-%5PTHPVWC8O':7!G&Q--0"6!-=;:PPUJ@'O$'+(!=X9%9C6<7)A)H3XJLS MR:?&]E6IN[<]9.ZIU#$:'\TMI[*$83&F78&M'Q/8D^-Y[X272)$=UM.C^?B& M"7_SD6!=.?TXG"Z25)M\ZM'L:()#2R]A5<-N&X;I.+,46*WR80_-=@"FF46_ M:I4#HR/!-->-0F2=L/%=)E#BO[^W7>^+[?T'DPWI]J-%[QPV0&VTOI>FEKHS M*;/#A@`9X,]V@J_H>^[BES_(1- M>TV]-[*S4".9+.-2+7)KI,J!]*EKIXD7*.(A)UZ&IR3%[]A)C1[*5LCY$WN& M]0A4*2-52G_&.4VT3`$M,J)E?$(B_%=L80>9W+,V)W,:KD>;F#QEU@.5@38E MK;BR=0:ML>)*C?0_DM[F!]S7II+:XLH"W(L_NV2:B1U3?"Q2ZIQ%WBEZ+.A( MP=_I9ZP\X(7M8,5@,4:*A[YCB64!XYQ"N95K^@/#.(;R? MMTI3%S3>=:3)B&YCQ65:0NU@Z@FGA;-A7_JBFH#]^K`_!NR?+O8'TTSL=TSM ML%`U=.J\"J3:85*=`JD" MJ;:#5+-K;.>HY-QHZFOCJ>&9M76%UO0)JL@$_]>=[/`-+#.+\^2$):&1A>VL M:"<"7E-Q#QS+%6`KHC@3$*.C M4$/Y"IT)9M;&Q]A`@;*7^PR/6F5SN&C)X6,./V6?)BN'EX%&XN M8*^5V7YU*_8H4!'0TDVDC#N&[I\6,./*P*"4C$L6%BX#B8)-\FASO$Q(%3#S M#AQEDS)`S%KKW7]Y*S&Q_P2EMV'_!0S"`SIP4+6A8Z[]Y^.9+YA(;C)RM,]9 M`BMMCA!YY/^)LL7'"Z5MF/[5<3;_C?=#OEABGE&2> M%:EVW4!)Y@/QC,-2B?##G.[.FJ\XYK2&XIAI01C[JF.&UFIM MH:PG@_I*TJ,'9E>1('Q9NVLFLH<+[#CD#_FOF-8C\J:64BRLUTC4R5R M1(Y.R?55/I"/DN,N/9KQLI=P#^7,R$[+DJ:031I*(:N17\X&D_I2R.3CF`P[ M*K-`OT1,`':4O'94C96?Y>,EL*/`CNH&)8,=!79453M*K3$57SZ.R;"C"G>T M`CL*[*A=.RJS=F7'>`GLJ`[;48/A"5$RV%%@1U7V1ZE@1S$[JG#I;IGMJ).J MJU'<]&J@KD:=OH),D_]8=352@Y?BP5*IPUY;NNG/:1IF&)42"SCX8ENZ3Q08 M@5T4!)49U+U3Z:&_/ZND^I)*Q%T>A.'[C0(GNMV/[[M\V'8"".4*6!1?O'CD M%RGSD9*$T5KDBTNV:S'R,T.Q=Y"?3#*#)JT]\%P==-V?0%H^_7 M@<7_.A953VUZ)?B;GS$N56WMO4X[*-#/YPNT,LR7R]US`OO-)5N]9,<$]N6\@D_.#YR M7C9GY0$/'>DIWA(K[VSDS*G?ZX/A8-VS'9?^07^A1(2L%P7YWM)VN#],<>(; M5];DM**L^F<]B\\6:,3/' MVYH<)0T]\LO1N>>^3AUQE.38*@V/=@`EOR/ET29#GB]LAY:M41Z0:[@$3_=D MW.1Z:)5EIJ7XO(1B"2P-RX_FVET.^6KENX8>>/\>$4$%!U]`Z^%+#F<'Y2'( MZF7\RW;#'J9G.].,IK%I,9UP%^2S11:FK'EO:O)(3T&F35;[;'A+MGT^-@,# M&X(\[7K^W+"5)49SG8D=.I=N.VO;84!ZP@[][:(ZC5(JJX=(*9(6-A%3SQ0W M/,=FCCUDF`PJ"N("-0!Q"CH)41()2":.\$H@$Z/(*UUW?/)MD(3$>\:R2D;* M;P9Z,$PFN6)4RM[?A5C)/;,MVKXC=#PJ19EKAE-;X)!SJ=M`Z#S)GE.55IWB M,10Z`9%L0L<3O;ZDSZG*:#U&QZE1@)6P=,89CK+31FF0UTU:\.O'RX*B1$F1 M)>R[U\GW:TVU&Q[PLT_*N-DGI5S135:3+C77J-QDG6P07`J"`,"N`3`CCW%< M+H5U7$-6XBQ_4N)[,J&#=.D;C+2:1K.O?D$E@4J2B5I!HE:2J)^0'IXEI9&I MG0,R^4#6PGPH\D"Y@[(`-%=G-==!F=!`28XC2Y$[_(0=ZC231X8`5M[H]#X* M,`(8`8SLQ0CKL9"%$5D5=P;NU'$IDJG>=NT`W-DJ=F.>_X4L>I^JE,S`E[F3 M8./ARRGP+Q6]/*H]<6Q4!ZVQ\<[/SX&&@(:`AH"&@(:`AKI,0V":UF":LB!. M15\BYY%&M-EE\U%/PSMZ9`;)+EH):#D26C(3W@$K1\**]&?KD\2*EK$J*L`F#;#)F3K.+`H!B#D:8@`O@!?`2WZ\ M5*D2"!J_ZGU3Y9K/X*4#+UV[3KM`09)34.$Z7T!!0$%PVP0T)'2O%\`]X!YP#[AO%O=@?S7K M&.S4D3R-+V3KR7>\$U@UZ,@M-H!2@5(EH520J$"G;:!3D*A`J>V@U+P.V_1F MO/1SU=8C:>_3IF+-MD%*:6[$"WNXRL)V6/^C%XPK");`\-[H=BST`&@(:`AH"&@(:`AH"T[0!TQ2Z&A7QCAZ[)0AT M-9(1+=+7>3Y)K$A_MCY)K$!7HR.I^-;6C#A)-H&N1M(B!O`">`&\0%`><-^0S`?["[H:P7&J3<>I]@ASH"%9:0@<@T!!((6`AB260F"8@F,0 M#HD@S0'W@'O`/>`><-\L[L'^@JY&I8]3:7P!G0W$0$=NL0&4"I0J":6"1`4Z M;0.=@D0%2FT'I5;K:K1I>5*B8E_"T;]MC4JG9UU8VWTWW&\?5VO3?L$XJDKZF5GPKQ3?,OC0 MO]]]>/6VOZ>W2S!4H9U,ZME)4`+[Y;UIN^2)^O1\TSHI60@??K.1\G-7(1]UJY*.*IGF-BXE]FPN67FAS:OV;R\4&0^$[ MT^K?66[&4(OO[BMZH=W`W$^VL]WY:[/#@32$2:R1BE8'PS10R M!FI@"X%[T3+-B=VM["YD4ARTAWE3*V`$:%N\J=7.!Z+DCU;`'"B[QZ+VOK"] M#3+90\SFRO"*L`T6,`)V]M<<@150XSO]/FL\&@O;70'U779W1V.?[.._F,T= ME7TR;8'L5K155W=`&J"-8IP2J?=W MMU(_:#//[#O+J5,Q5-Y(IDHNO9$C$?RH",'7*_0K[R534^]N131H$VZX0>:Q M.I]NO?.0AZFN>><3HL"N>XIA0.8MW-W"L"WA4QP44*3[[&QY-I.I>_/Y MG:IM1AL5=XO>T&CZ:TNW5Y@P&_OK(R_Q_L%P=2(U?`='UUF;S0[[18R>M_1" M;1WD648%KUAO.ROO3=*\#>_0;Q4M;7W.NT:D'X^7Z"58;Y<[MX"LM]< MXR],[XOY:^?//.J/M(96MD_$N&)8"AG0)"+<_?&R($4K*23-OGN=?#\(7F`!(#2J(=S4)@C# M1&L77X8?WL3FT;8B,5+"J"?98=2:6B+.A[U4.,YGH)4IG M/DV$AVO#IGI/\IGVA^"4:C[)^"-OBW/;87SS'XP<5_EHS0DK;06YX>KT8@1H M.XVV\TPU+KXJ#R5K^(M+]$1F6V0+5K$FM:7R'K$+-R2!C]++_6X)X*<(3HKY`PU0K:06W`\$H>0,G0ZN(6<(ZD7R'Z(!79MQ3*D@A=CZ\SL[5ETG<56 M40B>XKIIJYRB:H5J@;[:!U:KA:NM$;8%^F3O-%4\V*F\!M@6:,YY8+7GDQJ` M^X'>GV]6*ZZ-]6AZ`+ATYB)+FQ5H(7Z`2H4M:M0OL*@#Z"VS*([G'089J>*0 MN`^'L8F+K*R`FCF`PK'@E150+`?PJ.Z5*AE+HS_&G]8[?,W=6V-'CPJ?@D:I]_6N%7W'PEIEIL^0DJ5;M+EK1-;;9[K2 MPY3?8GJ+V`\$4:YGZ,P+&5[4A!;O"@SD\9)ANV%9T\WL4 M-G?V@"V\,+P?%40&0&[0>M2--Q[=`*;S'4@;O!AO<*K!K(RW@[\E4[":Z,(% MVKJ+A0N$7=X`<[22.:HF46M[/&J"^4B").IZBR/L0`4P?41,UUL:`3`M#Z9K M*(PP2`!_J)61XT.MEDN$?;$+S-9/G`Q"RS_%@F_GA5D9YJL>VE/'LEJ2'`*( M`<2T!S&RGG@R5/NP7V9:_E9#VB7T20/YGU`?DGB_Q^ MIG4EJ[Z%6SI(#CB&I7PZN0!J;Z#.6J(7@%J!6HP/L`P.X"4%;AV6H/@V@_T2=,9D9F=T6Q'(Y'F3R# M?>GOX@';PC:@C2"0]72PK0[%-<4#C7PPH$L!]EW$_;$MT)N!>O.,`@O;;KKOO M;0^9BLYOVUK"R:5#,V7C^OHWRS(,+)=G9#.Z'6W<_G.U(`:(" MHBIC$?2EMPB`JMI&59/,'+03*LMU-9\K#TC_DQ7F"NIQ*3HQ#PP/SQ7/5M"< M?#1LBU@.:V3,SPU+T=':()8$1*34SV00^`"(`<1`1$KWXAH_?M>QZVZI'>2Z MMFX@JGB>#6])YK:)8K+75/VX+5$V4MMU[;35LMLS`^Z[C/OS\W-`/B#_U$]I MR>+)+>$*Z*!1CZ.E/1TT!GWIKUJ!5H%6@5:!5EM%J]HPKPO[)P^1/45_S8VG M\/,Z6,WK%7(>R:()?"X5.J$2?,$!P+]['8VPSGI?U9+OTTV\3H,"_7R^0"O# M?+G7KD*TG7;MSS#>E06MJ-XY(>Y ML5A@!ULZ5AZP]XRQI1B1(47F(A_7/O4V((\]__O%W86RX*DM9(7(\SW;>8F] MHSC(PPJRYNQQ(Z.CA7)&G\!D?MTSGC8O_\@6AY&^5.P%&^4%(X>LWB'CNN1' MT[2?7>4,K>AF7#*'0H!C4@=(6I>,3$P4P62,*!BUA`C:T+>)UBZ^##^\B+M MCX_7O_[S_I(LQ9R_R2OP9MEGHF!E880E8Z'_,!;Z:,T)*W_`.EX]8$<9J+WR MAT>@V-HH=I0@6'502'5KA>^>2Q$W7]7QB%OKJ^4ZO1>!(Z!:$E27RPP$5+<0 MU162#<=[?)K)"T!M4$9%\;J([.JQ)VP9`-5B4C0!M/*@5N:4&P2!X++!JO"WBY@EFXQ MBYK9>`:890M6DC#+Z1BLM]C%R-&7+)AJCI^P::]7V`I3CZ7/]CI)D7(VG$E< MBD$^:!4&%NC@CC&,U+5+Y(,6,,RI,XPF<_D_^:`E"\.(9.@Y7F MONZQ:"4:XV]X+\20#;Z2EX9/6;B`]0K*&/BE``E,@&&`88!A\I/`"!BFA0QS M.M9KT).`Y[&&Z;&>`9W<).6027$?XBD+E($L$@58YF@ND2%XD.HU\8%ENL8R M?9D;M$D'KA)&/MBM%>W6]TMD/=***[R0"G:Q\X0A2$!&_IA*7$)+-EA-)!$D MP"S'2O$K5^+C))FE<%-S8)9N,8L&S-*Z\._3,5'OEK;C+9!I*@O'7BEXM3;M M%TP+Z6V:&"CX.W9TPP7354JFD;K8?`>`!0JY6_P"&2;`+<`M>4D`_"*0CR6M M]7J+/=^Q:+_'6!&^^7]]UZ-96?)2[@G+D[/BM]VG*U%`_P*_0"P-\`OP2P%^ M`8:I51N#T5K1:/V"/>5FC1W$NK[\9@?M9)'G.<:#[V'%P3HVGO!<7C(^IGS) M,]50=@'=Y*Y`PP$%`@4"!G&2%[`KT&U`@4"!0H&P`[``%@C=/J#?OJ^_H2^1BY=Y! MEHN@PJ2LIX8S%7P2;2P`!@S3GF/VZ?*+/#X)X)?VD`#PR_'YY71\>#?>$COR MDBA'<##T@^UY]BJMV6GP2S#3NDJ_T\+\4VEQQV[0)R_FVP]<><09\'"'R4PK MW#T:F+A]=5F`A3M,9&IA*@,6AN1T>0\5UY9NKUA[>P5_7V/+Q?+2]Y9H\^QU M&G'3KS>4G<8+<]M_,'$J,PPJR4'!O/!#040,&X;.L<]#?>F+?IP,+HI7#ZPH MMP6O_Q_R4A+(/.`SD'D2XD)KVE8%F0_R[U]$(ZZSW52WY/MG! MZS0(T,_G"[0RS)?+70"PWUSC+TR)V7L3#$@A?CD8AR"]MA3=MBS,NRL_&]Y2 M\98X-0RNISQ'>0&*CAT/!3U"HJP!5[$7;`'__B=Y>&GH2^416]A!IOE"IW$- MU]L\\MI5+$S^CM(03)J&<,;Y;:II_3=?;GZ+_E+?_*CHR'%>%K;SC)PYFPNM MUX[]W5@A#Y,9?AA/Q@H!A[[#O1P/9($+ MPTL931M,PM$NE`2EE,0"`_H]@;#O&:;Q%V)@)W.[/EDLV:_8B;8!)G3H9P(9 M`CRR\(?_$NJAY0Q#FD"6Y1,@F\;*\%!J`&65B9/UO*N,1A8[5X*]/!JL*B/^ MOC8[5&UHN"3-=6[`>*`<*?AC7'*\M8&#HG,1;< M^F_C"5MS0T&/Y"'"BI3AR!PA_U(A1P%`!<#<<`G7VL_(TC&E3]U$!N7[?62; M8$U_38?Z0>OW0R:B$/4M!Q/)_Q<9*<9\+NLV1&9%CX\.?B3\U^/40Q^SZ9-L M:2\8.:Y"=T"$!9W?4=:.0?Y+GOF`=;QZP(XR4'L$;^KX0OEB1\R]H`\MB1Q( MR"LG`:EGY-)B1E0GD>VN;;XRG<"*`6*?=!2+6+(&.E&T?HJ]U`W,C;EBV9ZR MPD24TE>$+B,FBX6.N[*=I%^YRH#)Z_HJHYG>0#2+Q`;XG$"E6QRR,$60\9 MJF+)D+Q'Q#^16!=BAU6NF`C5H)FQR1BY>D#QM;F4$+T;DQ0L3!P8G$0"+EU$4X-2E.LGR.N?\V7GGC- MX**5X!'1RO;)VX16=M!+OD#DK[E?P[DR.-TS7]R<^=W(#&M$E&IP1%;<)2*@ MI'ZSX)`K&%7;Q'OO8.3ZSHMR1UNWQ+)^Z MU!&U0C\9%K)TZM6[\\@7M(>&RW8SQQXR3`+,!]OW-GN+;>W'I.C*=LVF>';[ M=7EFR1EB[>`GP_9=\X7Z8Y@+8MZCGH]_^>2K&3U4]*>Z@T76?,`8AJ95M/;I>Z`#BKT2.(VOCSN60-AQJPZZI4_B)>?@(L1C(,;#; M4PCL7!]9S.''SP.A5^E7PB(N&YJ>"U;\Z!.@3H]C[/>+NPOFQWAT;']-'PF& M>.UN)B-,'`[\3]ND?.TJUV3-SOIBRT?\[W]>QWW$/<),.N55%!LJ7$6PXPMZ M/D/!.2;\+0V`'$X+]&0[W#>6<'9O[9TYP0S,>(GZP4)?6C3MM:68!`+*E?_H M$VR0(Z%&=OG/:X7(;L^D>%(6F+*E261\%(?'ZDAN7/-[ZTW&H7)]>[?E.0^Y MFXX7N='(A#M'U+[&_DL.JI0HR*))LDF+5H!)IB3S^UAHY MC*"H2W,+")S2Y[Y#SX<4?`XV\1-EHS4FP\W="^5^:;CA3!32V\?L']2!%ADK M[0!I;"\$;%N(R:6$P=B`[7W%"Y;WH6>,D2LL4P+NT.XVH MF\X7N%D"KRF:S]GYD=[]!,!+WCUA-X9IE!01B,S,Z)P,1)[8<$`O>)`.%'BR MN39GCNH%&8B\<.X9J\25TP_#<4UW3%]#S_@VLW+.?J3(8+_X5B#ZO4A*4H'$ M9,XV2I:(DJ+K+XA5;E"V-RP"CU6$8'9=0!!#/_/=4^]ZJ+<4.D3\#<(`(40"W(W2C&$>K!6(H(^D8D4M7_^?X'H M0R&GB53YVY$!TE@.-\1`0)9/%9\6.AXI=*Y6!`(Z8:I[]'V-7@@T;[%IX(5R MI3-BI'!EUQ^N\"\V M-*'$+^61$&B M.@'A^0$O,#LS;2QP=AQ>F"S*@0")$B7+CUDLR%=JSWGG&@9_EIGP>M,%<-$R6F@1Z(F>)1*Y+J*:3K]#%J-I!SUMIF)HDUWQK! M=_D)(WY$"!_F;$PM4V)P!-.%2YZ'&V-G"KZ&L]@"?E3HX1C1A5!-3GX,9S2L M#;("PG&3Y82JT.-E0;HJ$F(5B];B$0[!&C=19R9:N_@R_/`F-L]V];&4U*^) M-/75!OTR88[\+9GR5Z/LN5$B>XZ\4#RA4=N.F-0Q/3X?7.HXN^S<'Q^O?_WG M_259BCE_(R@'+UA9Z/O9N3].,DC>[$0@T=I(-)G@.2D4`*SM"0`63,V3[`#: MNHF9VI=9Y+L7>47`"(B6`M&9V?"%Y%0&[`>E9-:@>APY,UARI5%_2!I;*3:. M+&D+Q1)LRK!;*7TQKEL*C&73+("8W(@Y':-'H+!B`][R\#0WNMI@0=[)B`7) MN$":K*&B"7KC74CERMHZ<`+I9N4XP+30]:N9.R%'==E["]`2@ M?@FI?PI8D1`KF65:0225-J-TW?'Q/"PTV.$3:(MI?P@B24:TC$$FU2*3(L>] MPZ.K@?@E)'YM`FXWT99;A5:`"R3D@FGA2I"`EB8L)G&Q M"2";8G#]DJSA!C)*=F;(OAD"M!P++4.0477(*)9=?O[`LMEI=#RVW/3"A,`$ MQV>"&<@F&=&B9E?[!>%45CA]LAT")FN3H,/C18$)9&0"<#S)B!9P.]7C=HJ5 MM]5M%V22E,0/9SDIT7*@AS!(I;)2"?J>5V622HL[]ND0,'^BF(?"5>\AZ-!Y,2-Z4\@[R3!UIR4J]@!D9,#-6 M,S$#0JFL4/KJ8-;1RK%?D$G-)6``&1E@DDW_@)@..-=`+L4`^QZM#0_QWL^N MO?">:;W]>(,3J(,A,5N(-4&2G_#8X;EOIC#W3 M)M*+/4!^;<@7>$;MIBN^);P!MU^MX;F!*K^A"535-JK2!F,0Y7R&+^G-\+K. M@Z*6S^QQIS17[&. MG56;?Z:]KVK)]V=UM9/EG1P3<"@Y1W`4V6DZ+71TY1DK2_2$E2?D&+;O*JPW MMM@=?+GY3>R:A8Z67;VLTCH]FUX`6(_*#V*[0R=[)E09+='M5W`/;MJ8_9F, MK#Q@PC&T]S1OJ4X;B&LIZJW*9,F"6E5&NU#^"+@CUO^\+<1'Y-`/XUW<"ITB M64^KTH)I*QVQ/=DGR:K98AF%]@-:8*)ODF<)SC`??(T?> M%3(L@@5"<+18)Z;]W95/#FMG14GVVL$F^5?H$GJL"_T*_==V#.^%2B).^CH2 MC/4'S(J/&F2;`:K([LAAW[`,2GIBE4'--DRV%9MB!-=FQ!*EAWDV$6:LGN(] MZ1$XZZ8_I\:-E:@(F^(GKZP9-AI8[.`]RAES[&&'')*(-%XH*"V52C%HS[?_ M^41BSYE90.'@NH2P,:U/LN:!/*5L0T92T!,R3'I@(D@A/])A?9="&BEX4O M!)LHUQ:1DG]2]G!]HG'^Z\\?:;`5$5@NL58,L@A$!G]FGFZZAT=BFW%K+&0N M;RET0L0L;.P!FP:F_7P-M@'*^`IG+X42,7N/G;DH/JAL9I8,A0B54/@@8H.C6K`< MMD2A`+D2?(2JV3\BEAB((B-+%&OP,6M+L/17:+"B9:93?&MNN)%UC)%C$=Y@;KOP2./Z#T0-&XC8E2X[XG'KU;*WMDU^8X>= M!TP$"#GO4/DQCQ]]1)]FM=YH-DB>I!*G"=$L4+?A6VFT*%"#JY,`,5P;N7B# M7H8J*AIWT.4&#Z*5[1,UP>@^-,.$KI02C4WE*K&4R3-4DI.#V-SG.E*TD/T0 M&+1;NMRW'*S;1`O2D.1Y6H3+"X4!X_5#&.B,`8Z*6U0\N$ZDR//V`= M^6ZD5VB]=1-_#\Y]])OER]HF_]+G3:*,3)UQ(MOS-;<::.\M5L,`*1%O;M8= M1R,!8:2\#/XR6>,J?)?I\#ES1*S0"X4VX66J=1GLR2JB'3T;WG)IF^P`PVF& MRN9@W!@E!<45N/2CVPT'B)U'D@Q26/#UZQ)\_Z;VS=Q0?D4KUK7:]4V/"S4* M.T*+ACU7_H4L'SDO"I,>_2GYB?MY_N43HV(6?(F8KXH>^ABW10<6>IW%I%W< M$:9CQT.&%4*K)[$(X3X[NFC3IA2Z07_4Y'MAF/2H]J*$T"3@,ZBP($8M81T/ MTW,@>4;)!VT*5;6_#6N)`;2C7:J2@E($X%?48#9<*@S>$6OT+_%G'K&PVB8` MNJ47(KM<"K91Q%9:7^B_7EM$]U@$L;>\IZ)RAYTG@[E0)*9RW2?:T/((:_(-TZTEL1D1:,#2 M.WBE_!SB_&)SLF-JRJ`@(2+!-N/*;0N\4@/(MP).[FV<5@'0"`M3+G?&J\+!;4`@D\)!LX;$M,0@.63E];VZ[!`6D:__/).81:4DZD3`AD M-ED>R3F,<*/8Z6>Q!O:AD_:_O&.[<8`7YF>G+SZ'$ MN$6BC_MB+2INLJ+L$9!?_&9+-LZYR=DI!/CSX*]0`3M.54=AO$/IKV0X!7A*#:HLI=':# MF(UV:EO0B]H'>C%(;R4IIZ9"+*3.X"A*_N(ZA>L>3FOT=!<2I>`[.[%P8DA^ MPBDGPNY900R/"3]O$'(SWXVX$6L$S<1&U:4&`[%0R6T/)66#!VSAA?`K?XEI MFM[XBY6[8?#-,Q,D*!`81%IPV6$$T8T.54'&0MD@0&J__Q5;*%$9U/\6B/F] MU!.9C/S(0"^MYQ$S;6/C[.H*@TFID@<3 MV6HM1OEPTT0^G#8LD:*N;>=QZ)@>F0XME<^T/Y/CCX_7O_[S_I(LQ9R_J9#; M$4^J"U;&)OT4L-1_&$M]W&(IJI^2-)PW^_#4J"B953DIE%>E%4Y6+45PD^/2 M6^JU=A[D%0$C(%H*1&+ZW MN9DOQ1$2)@&78;Z69O3N;/78[?3ZF5V3@8:`A@ZW'AXE/4%`0T!#A6AH4*&Q M9^N5_J^.[5)GC^[0]!_NER*J/[ST8%[>M6.0KYFK2G9N.\D*I-+;8B>)E7+. M`R!@"0EX!M)>1K2,9H`6"=$R3A9<.1UY?X<]S^0Y MNC2[*"4^'FA60IIM06?ID\3+V53ZNL@GB9=*#8-:+^1_HT$QK**%ASS?8Q]- M8V5X/+Y2=HIM0W7N=E;<'DDOK0#WM35W!-R?+.Z'V0US.JX.DJH_Q+2V/+X$"*JD#Z4G M!8:)2QK+#G3PPL1Z#=7H)F)++:04MJ/UX-59LGCX;EUU`H18#:%8MSZ:MD43 MUL-;UOA/8=FR-7I9!=7'=.0N::ZQNW'DAW4X+<_0C35+5::^?5K$P>+I9&%^ M<6CONDM,&TZ11UG]`Q=OK6#?.AW,\MFAH^7*/%]>+B@?LW+-O M`_1Z@X*@`_=%'*1[,FVWF:KNE%O!%1SW\9:J[.");K-5,>$]8!207\EX>8Q-)2+<0D=HG[*%,L MLD.!-C?FL?(BULNFTD0"6<7E@)*#V]0=FE;KHQQYJCJ\VRK^'Y@([&+)#4(( M:`&EV[N@PC.U1@PK5DH]5G>&0H`6/_6,Q0M#8+S\8F(805V<0R7F4E5DB%%5C=:&=$!A)*FFQ5+*M_3?=6:X$+P27#0X*- M$2<%7,RLI#8C+9S-:R@1COHIX!#6$VA3-9_?,;H[EXP9J!)([-4JH:CUE4*I M7&BJ%P"^1XU]2LIKY!#[WC>)=#)5[VE*LZ7DW$K.I` M]99>>MFB;4<\/H3R9R[DII==VA28(BN-UYNJOPZ3$E8[$@J+?0+CYY]\]_P1 MH?4E/R[=H^\?#%FK?_Y]N]_4Y2?PR?O]"6>^R:^65!LV[3$ MN7NSB-[_R%7V.ZYO[BG8HH&(ZOKEU?6';VI_-'K%FHB07V[QXI=7GVYO/G_[ M%[+ZZC=Z#/MV?_.-F`X#_M>KMW3%M98TF63?T#48!]3@5(-9J7O'F;0E-CI7 MJ(5Q\-$KM0!S=($Y3KA:11$V@@(T)X1IJ$!S*IBN4()F1_U%P!\D@#_4RLCQ MH5;Y,O80,#:17,&UR`.F?3KB]U2!JRVE*&$[PPRJ57XH&]Q8Q[+&LID4@!A` M3-L1(^N))T.U#_MEIN5O-:1=/A!MXGJ&+KL2:3R8+`V$%:+)F@_WVKN!L38& M;)\.ML=3P/;I8#OERA1T:,TZ]!-OH"@[FT&J66U<-Y.^R!4@OR[D3V;)-I^` M_%-!?C_3NI)5W\(M':14'<-2[EQ.U5[XJ+V!*GTI-*!6H-:`6H M65JS4[G(]SA%/CO$_P#`4P:@K$9RN^\"W_,D0Q">P/L`P.X"4%;AV6H/@V@_ MT2=,9D9F=T6Q'(Y'F3R#?>GOX@';PC:@C2"0]72PK0XK]*P#C2R%1K[SD)>L M1M09GFU!\YC],8R`%AG1HDI?[_PT\7*F5>@N`=I("FT$<0!!^VW7W?>VA\RPI&=+.+ET:*9L7%__1HXM(=1!Y[OW M`%$U;VZVQ>8`HFH-4:F3S"LO68V9=D?Y?,`+3"R/N?1A/D780%+N[&;T"R`& M$-,>Q,BJ1>!('+,$.A_NU.;[(G4`%WER(J9<16G`2\UX&4.&;]L5$D3[2,M= M9VIV_`)@YGB840$S`&5)"MFLB\402.U M0"/Q0)9Y<*$D.YO!_7#K[H>S'2E`5$!492R"OO06`5!5VZAJDIF#=D)EN:[F M<^4!Z7^RPEQ!/2Y%)^:!0?O">[:"YG/6$)[VAD?&_-RP%!VM#6))0$1*_4P& M@0^`&$`,1*1T+Z[QXW<=N^Z6VD&N:^L&HHKGV?"69&Z;*"9[3=6/VQ)E([5= MUTY;+;L],^"^R[@_/S\'Y`/R3_V4EBR>W!*N@`X:]3A:VM-!8]"7_JH5:!5H M%6@5:+55M*H-\[JP?_(0V5/TU]QXHI]__LEWSQ\16E_>Z4L\]TU\LWAOK]:V MA2W/O5EPD^,>??_(#8YW_)!^3\>Z)V!X9Y+#^=N__TU1?@X'XJ_\9KON)\=> MO2<+,RS?L!YOUMA![!#_#B]L!T=#8_<#^>!ZAJX8\U]>77_XIO9'XU?*'.O& M"IGN+Z_.R5\Z&8A,>(L7!&RW-Y^__0M9??6;UE<'W^YOOGW`^H#_]4KQ+8,_ M]_O=AU=OQ]J80VRSUPI+K+S7("`LMM6)N*W.!@*V&JQP>Z=!F?D@Y2=!$+'M M3(5M1^WW=[=S8!FI:V91X5?6_#=;SU[Y3!PB]JP[>RGI$.?8R%CWN"]LW0-U M'\#WK")UR7N$1FS%JC@:&4SV+'G/*K97'.95!P1U>.6:P)4/=U>>;S7I.]@B MKGM\/[&(JC_=E>=&0NI@;M-Q[EWY6VM2LM(8G& M4ZFUW[B`HC^PUTW*:#%R^^CSS$-2B M_J8%%/\)R-Z8<^37[!W ML_@W,GTF=V^QBYTG'-N+N/.XNB&MT@L3MZ\"JOR@A=*7:%\"]?98T+:VM3Y] M<['`NN=>F2;A00_//Q@.^=M\N;<__L\WO)>/J[5IOV!\1R/L;GB`76R+XESP M2=NRTAKKV>Z6`7#]Y5,%4I5[H],"&SU`N_5L=',5Q<N& M:3`>V+Z+BNUS5H1BW]);L>!2C-TMTE'#:[K-_9Z)UBZ^##^\62'GT;#HC>+E M=B!02BC25)KT5ZU4J).FE;NPKN]N/(KF4B?)<"ZU1.2;MGVYJQ,[$CL'0\#4 M[.O=/SY>__K/^TNR%'/^)N^%[RP[)BQ865AA0O&66/D/1HZK?+3F>*X0PL:K M!^PH`[57/G@.*+8VBATE"%8=%`I=T`KGWI4B;KZJXQ$WE\X+"VO0['+16Q74+"8%04 M!^UEKG^`R`*156FO(S6SW0R(+!!9(++DA^HIB:SAN%QO>Q!9(++$BZS3.4RS MD`-ZAL9N3[&PI]@+91$"6)A2;Q(5P9(-586\7,$NWF$6=`K/DAI4DS'(Z!BL-WT..OE20-5?F^`F; M]GJ%K;#TJO35[DY2I)P-9Q*7HI8/6H6!!3JX8PPC=>UV^:`%#'/J#*/)W/Y( M/FC)PC"G8[A&.;MKQY[[NL>BE6B@ON&]$$,V^$I>&CYEX0+6*RACX)<")#`! MA@&&`8;)3P(C8)@6,LSI6*]A%18:4J_,C<4"TXH1!C+E)=N3EB>3XC[$4Q8H M`UDD"K#,T5PB0_`@U6OB`\MTC67ZQ?V(I\PRQ8U\L%LKVJWOE\AZQ(IAL3Q1 MA]?^@2`!&?EC*G$+$=E@-9%$D`"S'"O%KUR)CY-DEB$PRVDSBP;,TKKP[],Q M4>^6MN,MD&DJ"\=>*3BH]:?$FS@K^#MV=,,%TU5*II&ZV6X'@`4*N5O\`ADF MP"W`+7E)`/PBD(\EK?5ZBSW?L13/CA?AF__7=SV:E24OY9ZP/#DK?MM]NA(% M]"_P"\32`+\`OQ3@%V"86K4Q&*T5C=8OV%."AG[6HT*;_;'P`.1YCO'@>UAQ ML(Z-)SR7EXR/*5_R3#6474`WN2O0<$"!0(%`@;(!L`,46,AH.2(!56_'5+=1 MQ&Z?KVG'$0N9RBU^PI:/E3OL/!DZ5I`_AU*@4AX@X/(9W!/`+T7<$V-P3[30 M/0$,TQZ9>;K\(H^"`7=>Y,Y#KNNOP)L')UDANP+]!A0(%`@4*!L`.T"!X,T3 MZLW[ZCOZ$KE8N7>0Y2*H,"GKJ>%,!9]$&PN``<.TYYA]NOPBCT\"^*4])`#\ MO4IK=AK\$LRTKM+OM##_5%K7L'? MU]ARL;STO27:/'N=1MSTZPUEI_'"W/8?3)S*#(-*#B^+5`RO*;<'K_X>\E`0R#_@,9)Z$N-":ME5!YH',.T4^&X[EI=03 MPX5:6/VT2.;%SOP_>8@@)/IK;CS1SS__Y+OGCPBM+^_T)9[[)KY9?%PL,.U0 MC/DY^AY]OT4>OL6Z;>F&:2`:3G9/![LG,'AGVOJ?;__^-T7Y.1QI\]K6*]'7 M'_F9_!VV\,+PKKQ/F$`.F7<>\GS/=EZVIE6,^2^OKC]\4_NS_BMECG5CA4SW MEU?GXU<*&9VBX18O"!AO;SY_^Q>R^NHWK:\.OMW??/N`]0'_ZY7B6P9_[O>[ M#Z_>#L<:!^%F^T(7G0L>]%5\9.R!?O M'3PW//<6NQ@Y^C*V%TT<]F8Y-Y-<3ZYM?`B[W<; M6W@:"-M;WJWE7&.N_09-'KSVT/KY)Y#T9^T;@ M[8"N+?8#ZP44V]-(V)ZF$?:*+287EK[85M`NGDC>0!K=+9&#WR$7S]_;*_H- MG\!VO=C^QO']77_Y5&&#AW%5;)6Y-O[5,6SG/X1]TV7D1!Q)#G(29-J*)C*K<;5?P%XYL--S;9B7*&M5XVJ_@&ER2+!$ M$E0>-:[V"Y@I!_8WS8FPIG6YVA^+H\N\QJ5X7:[V"Y@D![:AC216YFJ_@-&B M;FU439[(\YY0CZO,"Y@O!W:LYF7#VI2Y6L`R.;`9+:\2:$J9JP4,E4.(RLN# MQU'F:@&SY4;9;UMHHV,IHS(6QGNR.,/R#>LQJ+I' M9%YL+V.!B-(.RJ"TQ=1H)FGYS:3]+IT6F4E:?C/I_V_O6YO;-I)%OY^J\Q]0 MKM2-4R4I!/B4G*1*EN1$.;;E8RG)W?M%-0*&(A(0X.(AF?OK;_<,G@0(`N2` M!,G9VKA$$ICIZ??T]'2O7F]':Z.GI%7WE%8M<0VW82>>4K>ZI]3`DEO@*76K M>TH5$*`.6^LI=:M[2A7DM[^4G=:O[2>*7WK2?U*WN)XFW1N)= MI6YU5VGUI5=Y4J($"M*<=;=)5ZU5VE"O*K[8FKU*ON*HG76KMU ME7K57:4JHETS7-JTK]2K[BN))ZQX7ZE7W5=:O1SU?'U?B4GU9^K''2>PX02\ M=>F[O-W$U[!Y[`?7F485F%,%F%-+$I>RK`XRI]L;@"=\D:,:0>L565!M7-YY MC>6M.!86N[P\7S\`7W^^^UBZGK[P,[3:P&R^!E4(RZ4WP3M8A":$L00L8G4F MUSWU?8LR17\-CWB^J:<6(N;4JN*]DV)HQ"Q$7&;Q::]JEF.3Z^D+55T"%E)Q M$UB^*C'7G-8Z3-O:&L4=0JWAN&YME74\AVH:4/0RD[O2UQ2VI"XUT%9['O4] MC,68Y`E&PPUZ]IIT:HWG==CS%[RQ'5[89I?2<=3H_GAR\=PB,X]>1'^\FQ+W MV;3QJOY%M@%)0?6W86M:K'0[ZU0ZX&^UJ81E7$"OGRN@!R_4KVFH98LFZ!0[ M-J\$=5#>>>:OF]M??WNX`%`LXYV@,GPA9&S22T]QQ@IP,IT^45?IJB<5BQ5( M%MTFB^9K/`YKU0#1EM0`$6GBK! M?7\,;JS('YZ*]E8OJU=A:1]S6LA>#IK7`H&V611*F M,F&.Q^D1J*S8@.&1F:<0VU"(93FOQ-:IUW;UU)K"875K]`T6,56I<-N*'MN0(VHU]`![T#WF/=[4B6UD2P#J9,:T4EQX-ZEX"\%TDMJ M(_-K0[EW:R-=NOVAU$I-:*4'\DW1V54N12>N.Q\[[BMQ#>DQM5$*1K6;04FR M;,-C$I>;('53"J^?J:\XT?4+Q7(\3^JHU@M#^>+ZH%((V"H$, M/+61+#+LU$S8*7716G<\J9-:R?QR+]=*LIR>GDJMU(168K5RVL[R]6Y[83/P M[=_<6`^X7>\.)>6/E/+R;N%"BD)RMW!/9&+E5;'=2$-=L'9]D-5^AT_26R2] MSTM3\(Y(\_U)K(#%[9-KBWLB"=(;V/+V2M+^>&E_1!JQP!<\46S,R!@K+WNK M+2L9Z'V0KN87LFO?Y+!\4`IZ>\6:791GD&_5OO:#I$PK*3-02RDCE=*Z2NF+2V?$-!37F1,+ MW24I`&T4@&$Y_TO"'$!P3>JE%&*OR,ST`93_P(;.<\;^*W&I8M`7:CDSK)DO MZV"T62S>#CI27[62,/V>=*0:45BL1RK&GMJODO8A<+N7P=BWVK#U:D\2OS'B M"]RC'F8H?D]D0YY^[8W,==7V.YJ2J_:-J[3N0*IR/@,6+#$..X>ZB%4-)WBR M:"&O=C<2.L&LNE[1_>UA9]+6CZPQ9_PI[-B9M!]= MLVUHMO=H[E7X(_KNAD=>H\XX,"BK34PL+V[U\,%QKP'S_CBPX#VQF\97WLH"QOV`GBR]Q M(XO4BM5-5CR(E[PQ2"N(G)2]3T#7-@%]M))8\91"^(_7R$[Q>&HAW4T6TEN] MDC4A7+'NZ`O>2SBUG-)^X:N6HPU7BU%VYM7DN6(E-Z_2U>Q2X/8W8B.U"O8+ M`%@!]5U4B>^CXWG+(!]L`KFZ&O+E0-06B:M4M2Y@NO?4IF/3]^XGQ*7OL9Y7 M^H$KQ_-3RQQNLLSS2@3:%-HRO1S6!8J^YU^FEC?:B(HK-'#AY*MX#R_FIP`\ MWPC_J[D,IUL!TJ\NUJ.,01IN9*<'%5B?3;@"J/@:6])'*H%0+6WBO@K$,M#R MTZZ`$S?*"6`;62?AA9WNSG%/0;F4JUKY5` MOQYL598:9C*%RB6]G(U,Y;",%LNGKP+QHCY,4A[NHXR'9!$;&=!!I]HB5D.T M0@K8*>@#'H*F0-_(@IYJPY7"D,Q:!>TIR#8R>EVU(E97X"SU9%:);&2SNIW5 M2B0[\_9V@,,ZQDY;PZ=JWQ9P5,>8YI;<'^QP"SBJLWO-@]Z>+>"HCE7.+62P M>B7;W0*.ZICIW'*Z_=5Z5>@6<%3'#.>Q7^94-+P%'-6QO7EUU=N3+>"HCITN MT,JK-R&[W0..ZEC[W/J&Y1I8P!9P5,?>Y^!;+1]K;`%'&QGJP?GJJ-FF6\#S M3ITM8`[$YK:`YQM9S2JH:W(+>+Z1J50'%3=-V]H"GF]D*G>]]SO?R'+VR^Q/ MTWN_\XU,YZFVVM5?=^]WOI&UT[J#:EA=<^]WOI&MZE7PEHKV?L6F+578&"UP M&H>;155CXE:;=TT8SS[#U[M/C[\3N\/Q M]OAPE\+B(T[QN#@%FBB=&ZMOI@<_O_[YVR\6K4;H[3JSK3E=94P0S>Z;XJAC2#84ZI5%T,WZ$! M%GK7J`_.@TN)%[ASMLGQOE(+L&0\.%_I+'#U"6QZO+LQZ\&3@K[4C#:J+]1L MZ&F]E2QAUJ\4EJ&#PF&0Q/MW#Z,F!$9((:#46F<1H&40$&J::$CP-*^36X0/ M\QEE"+B<4A>(AS!\(7/JPEI,.K[4_25(R6F=RFO*HN(^F$Z).[\;Q^]?P;J` M2!3&H%Z$"0+&,=QMDI*53@4/(V*0?'%?Q)U3Y%W"RI]R`TC,48#8F M(DI7/5D_9_K8N"B?"SZLE0VJU4ZQ7XOAAKOE-U1A:^7OUD&C)'0K"%V:_BH) M?3B$+LW(W[&5$)?477R;Y@_;!??PV6;1`+Q-\Q0>>"A/Q&*!;>(KX,P%X!,J M!W-U81WAV]-["`M+W743D$YIKS?)0Y*'5C=,ZY>V698\)'FH0B/0#=H1[;W1 M#\_4;1VC9509XR8:3/_,\4P,$7E8?G[FFO#U'/?5;9>VHZR;U'I?["BI(OL+ MMY$JI?Z"U/6*'K@N5C!$;2\9N(4,?"ZU?1O)TF]]-].C),N@?\3Z_I[ZOL5R M')17TY^@LC?M9X4$_L1Q]Z+FV5'R[![TPSM*NKP=M;Z:VU'29:,RYWNOY#]B M4@QZ[IY/_,!G?UKFU/19BD_K-?P^U!3U[Y66^ M#]P<5DIB2*4%[HF`C,VX=H64 ML.9%`K&Z667?U05I5L*27W3A\]CYX\DS#)&[Z M7KBF;E2K5^N?YRJK5H=B$?K$SP8,1+51'B;$_\L)+.-V.B.Z?S,>8V&G%W;W M+,,_ZD9%",$=RB]D'8`J+2H%=9U2#9T*]X&7S%@)K-OP(!]O[P46,MX'UYE^ MP62M+Q3^Q6>_Q&?[R1I67S:-;^RIF1M[:NZZ=L7EU()T@[5?\>2%TM77N*RZ M8O7YFEMB@-T``7Z4\>V('?97+>E\+#H+3R0"U$K(N!5=!60L17:@2L MT$%V;!86OQM?SF:6J:/UON?A\;OQQR0XGD)':4F+>D*1LQ0-0%Y7;]5Q(W(K M4O-56G:AMTH]CM);UBO+]+=?;VDUBG*L6'T_5PMMC_265NH!U<+#::Z*U;YJ M+ZW4F:J%E%Q-H]TK+VVC^EA:IZH^;E)Y:36^3 M\JKC=*U`Q"&HK1I.UPIL5'7%MZFV-@K=5-_AKATA@)ZO(+N1O$>+5]:OVS:M0#IZS:]4!7*XQ^)M?J$TLU`:\]B5UJ>>'HZ?@WZP,9PU%OA*H)E:W69^)&EL, M4:OC[]S9*?J'-VLO&!/5-/,<& M53T'$^ZQ2JRLKMG=F+_B&C0JV)Q:_49]*K0<31L"6"2]:Y0F6V%BJ\8NJ]-[ MLY75WZ>*GV&77"7\S$_9\*OO MBT[*\._3,9F:UOQB\:",_>;!>B]8WUWV\96G`[$Z*^$,>))Y$1_%Y=-F1$W' M[S@U._Q9L\.G#J0W^`MKRP?<\\24WF9!?M_L\,0S]1^;G>*ZV>%-"\_'&J;" M3<-4X)JIX45\:79XFK^5*G3\AK%SU>SPSG0*ZJ+9.>Z;'1Z-9CXM8Q;]5=<2 M9I.#UAYF_56F[6=W$!G0APG>O\;6#7@C+RQ\BDT.8!.,-_7@9SUK`)Y0B2K$ M-A0C5$8T$FC82>/32'H/T:>\)=.PJ96M`(P61B].%/I-IS.?/5Q1ULKCSMJH+CAJ`WE<:4@2D&L*8CY>J2C89W^/ M#->Z!RPI(RDC*5,"5[F5&F:M5.PA]'(>0K<_6D??LK>V[VEKUM+0MEI>DGG>A7"OBEAXUT3Y^(!W\3EL5_ MN"I@$T>URE32TY<(;#T"I5[?[U.*INV&/R&^,B.N;^KFC%5^L6/+(4U#"SVY M->H%2[IL@RX]29=6TJ6[09G=H["/![#OR51'2W8^Q+(:Q,EZK+MQG3NSIWN2EE(U[W,WDMH$6'NRHY&$D839 M'\*TU?K(^&0U0T=>B&FQF@J^DS%D$\<"&%N_X3S*,X/S4>W>2)(NV\E9U$JS MV"1E=I=?."C-)I5V;+]#L>T4@P,XHY`(E`CDUM!V:6ET2E3$H$ MMF.J5B@U&;6OK3]3KN=03>MM#6ZI,SN`M5KUHF4E&F<,KV1#%2W=2H9J&ZM M;R<1*!$H=Q<'%].Y&8^I[F/GDIGC4]LWB<6S,,T7JF3W`X$-0+/F!#XVK`W< MN<+NTDE'1VH-B<"=3W5L:E<&=:II^"GU)XYQH=Q,9Y8SIY0K;<69L6[9;5?> M\MY+4SOATNX&DO0'3/J!I/R14EZ&O@[8T"\>SU>Y3!1F=A^G:E])&)Z6IBQ-?%!F5N`E`5'*HJ5MMY5['6Z2")0(E`'/EBGN8[81 MSEBA,G0JHR@)1Z@GG6[K[R%+ZC>8W%<:1Y/4/VSJ]TOCY])[V&_OH9V^K@SI M2,)(PDC"R!O_M8[$WI??4-U'+\YP@B>+%GI*W8V86+"CM%[+Q,U6O&/?4.F< MG>]E;H7DJ?;RE'K6V4IT%-=N8=MZU1'MH?-BDWB^VZF)39WR07" MM:^;)4D:29I6D^9X=K+7JY(YI8\H?43!/N)>GG%*GFHO3\F]K.2I!O14::F= ME(OPHX^=&.)/AOD2_3T+P?E^2MQG@!K\E@NE`U,JX1<<`_R[[^,19F7O`YES M[\/KWQ=A`?\^'9.I:!6[2X=:EV`Q7 MCYO=*HQ&GO+6M'4K8&FMN4<"V_2]D_SWO&GB">O.!"['V'$!)IV&J;(_*#G4 MK[FLZ*HJJR]@T+$)\)C@VSACH3.D&C\B&CRJ!RY,!.\)G89U%U8`?%B-Z2)6 M9U1G&<1"IPGIZCL*\+)I4-OP%';QAW]0Z+\#\X58U/;SR6J;S'LFEB9B1WN8 M4)<"G](3L0._4@7O3+F(5#?L*>U17@_CU3G5+>)Y"K]LC2U%G8#YY[/`)R$C MU^ES=J9\<'BMC3D\XRE`37C\FNIT^@2/=M43L4C3.FH^(KC1B+A,OFS<9 M]40!*DR(D4G17ZGW7DU_$LD@DDTH2`4E^#89+G%8X!7+3%U*&,<,PI-0;86P MZWM"IT\7ZV7\VK3B*+>A!28X-J%9SV[M841;XB]Q&9WLI1+4';;C*]P&4Z8C MN*U+;FT"C=E7*R]NZL32`XLKEM<)M<6R-,(@=$"V9B_4@EZ@3R*DO#J!92A/ MH%D!9:?1-9NSM`X/DZU1;HG.5*]8V/I**&@GBA;_+59IB5>L8C58?I^_$8`K M%-1)$_8Q-+M"1Q4[FF"W+/&MK;G@H8G'V(O&)=*X M-Y]HLR7J:XF1^^G'P#M])F1V<1.R]!?JWB,G/\!V^KT%PO'+?_^7HOP4/79M MHC_SA%(0O:&8QL]O;J\?5:U[_@9LAVY.B>7]_.9T\`9DP\9]^5Z12PN02^"+!^=+>O]WGVS_$NA587A51XO@KPF=Z"5JP@BD M=1I9XF?JW[(VSQ\=S[N,>F@^.%=,_=^C'0D;:/(,OV1I76'4.Q\-%]=6$RQ1 M:^H)(Y>J:CEAWVA1\*9+I^#P$BM\GAG]2Y]S`!^)??<>0R)?R!P?OG1=8C^S M]])LV1=!.PX`+G5QH9O#VN#:!R)H'*U]T/32[_4)-0*+WHT731GCD4O;",\K M']C0D7E+K7=8A[J_H!%-A6L9P)%53T+/%IEY]"+ZXUUJ`YBMPE-P5-R7.4T' MG-.D`P=35\RI49Q%,,IE$6BC-:ZW:=GCE&J@\IF6'ZC\=7/[ZV\/%P"*9;RK M>L0R*L]%""%CDT;!R7^QG=?-ZIU7Y9P-*8A2$&L*8KY6VVA8YY(-SK8%F65` M[4YD"\,7(J]0K8442>IF2+U>]QE)ZCTD=6E&C32VQVMLVW*W=D&NVG*W=@&L MNGE,DC*2,I(R8BAS/&G\GX,I=64#^J4E_`Y)UB4&CQN#;;U%J^]SO[(KQV:V M"0\3%9NR+!)GVOK;3WM^1:`]^?[J24?M2&H?#;75WKFD]M%0NS,JO7/85HNZ M"^.]CQUJ/E+/NU!2.5Q)IHCR^%F>Z"F_0\/O'QVN"FA!O7.)0(E`67&_ M94<'>W5*T;3=\"?$3]W`C[GLS-B&3G0Z*[$\N$;CSJ>3FYQ"G:M/FAU\Z90$O99^W//72 M+F7SH>INHCIJO?\NB=\4\;6.)/[1$E_=SQWB7N>:Q,EZK-)(C>I=RNF>I*54 MS?L\JO9(DC"2,)(P<@M[//%)$E7]P!!DVI"%A3_:;L:.\LS@?#24=&DA7=03 MM:"B7FO0==24Z0Q*LTFE'=OO4&P[Q>``SB@D`B4"]^B4;*^OB%XG!:'E)5$I MDQ*!NY^J%4I-1NUKZ\]4W+XL5O_*,)XT/I!:5RH-B<"=3W5L6E=&JZLI^&Q? ME50G(*FWVQET*VB1U!IT'35EU#7K1$K*-$Z9WD@&JMLZE0Q4M]:WDPB4")2[ MBX.+Z=S$+;AF<7O%J-W60I_%P`:@>5=6EQ(O<.<*NTLG'1VI-20"=S[5L:E= M&=2IIN%YX^P+Y68ZLYPYI4K8Y9AW?VV[\I;W7IK:"9=V-Y"D/V#2#R3ECY3R M,O1UP(9^\7B^RF6Z^(!^3U2"O!TD"2,)(PDC-[/[.%7[2L+PM#1E:>*#,K," M+PF(4A8M;;NMW.MPDT2@1*`,>+9,<1^SC7#&"I6A4QE%23A"/>ET6W\/65*_ MP>2^TCB:I/YA4[]?&C^7WL-^>P_M]'5E2$<21A)&$D;>^*]U)/:^_(;J/GIQ MAA,\6;304^INQ,2"':7U6B9NMN(=^X9*Y^Q\+W,K)$^UEZ?4L\Y>9FI)GFHO M3X&>ZLH];%NG.K(];%9L$M]W,RVQN4LN$*Y]W2Q)TDC2M)HTQ[.3O5Z5S"E] M1.DC"O81]_*,4_)4>WE*[F4E3S6@ITI+[:1C2N+(U_:1FB%'W"\O1__GEO_]+47Z* M!KE..M%&HRBF\?.;V^M'5>N-WB@&UKZG>Y9_>*(%M\N?^N+]^\TN78R&!OF#B+&29+KG1(Y=1 MC]P'YTO<$Q%^N*=ZX)J^2=/0GPN#7LV!OR9TV25^IOXM:P_UT?&\RZCWQH-S MQ1RE>\S>"AMO\).!>&G]CKBE=0;GBXNK"5=V4?"F2Z?4]HD5/L_2E"]]CBT^ M4L2FU/A"YOCPI>L2^YF]ER)A7Q6Q3@[`FU]&B^O<'-0UEI[AC,].V.>9/_F7 MZ4_@JP^..Z8F>_[:?#$-:AM?46^E,:-5QTPW@YEN`6:TWEJHV60IN\-'5*^)D[F?C5]T6.(OY].B93TYI?+/J)[#?/_`^]4'%$]I'? M;+UX`K/Z+IP!G?.+^#ZNULFYC:+F8^.?-3M\:F>SP5]79`8:T5*:A?6AV>'! M>_"(OB0G?Q;]59?_LCO'M8?9<+%\.X8T,O4,'ZMQ[)')J/(EJWM/!,Z$&=I;_[/A4R0<]-ID"B[5A%38:?[SA-U%54]4=!>"!W\ M1"SN7ZG8M<.F<&91Q#62-!;BAT2GG2@NG?'OBRIQ;[0:H:.1V1)GQK24^)A22[_IGHZ[RQ&$1 MRZ@*4-D+"(P`,LW*+%)WZD727EG+MX;-_YQ]4;V:ZP5E"^N\^R2Z2%A(;WF M7GP>>F0[KJ>0P)\X+HQL@+O+ M75\WP=V,XRZLU_TZ,?6)\&T+TXDI,'Q'K+REEA/,T(7Z3HV=[AA-!5N`(LG9 M!)#KP$5/!3V*.26N0FVT`==4IU/L)/@$886BQG13XWH)7;WI+";9= MV!,TAHL`=GNE*;`,I9<\4W'S]5V_X)TT`H0N$+'98OLI%C:&XWWPZ,0".1.[ MY$8$#7UM%*#EJIA^FX'R-C!R]HG`;['BR&\BCL/"==GRU1463JRO76XNQ2J2 M!=N;-Y=%%NZLWV(;ES=-E"5(G.PQ!Z"7WVV4UNHYA;;/Z]O#`?# M3KDU]"=B.5Q:0VD-U["&H?U2)<&/@N!+O1'M6+T1M.)/A1$#QM71?W4)VZ!E8I,(WLN^^KO:]J M.PWH1VG6A^I6=+MGH[1G(92=(C=%&0A.8=(*+N%M,F"^!_TFHRWUP0RJ6\1E M[@[+\!$ZJQ%R*D[Y78&8;N0W"4LTYO2;4;'*M?P:^4:T%+QP,L?+&WS?,O\_ MS21PJJ+9N>7B)I9$X'8S-@IOLZ$X\(HT0T88&6*3&H0FR%/#^[])GX=($;4\G&^2OX&[D.:D-!%R1GH$\R M-&TS^Q&4><%D%CH<"G1[PT-=L28K$@VA@XI.46)"*W:#3RU,_&LQG6.-1/\= MF"_$0J44*J<61Y_$ZTVQ/G)::Z*IR]A`K%FA8SJHUT`0#2\ZBB7#EM1EV(9HY5,1JHIG3*7=U-+-ZKFU?,XO5(Y?!<^#YBJI%*)#*>0O*61.F MG),:/,4%<[)%==AOR26G\([399PAE*L;E*D6>/OY0T'-'5"HJ=))^$GCG\)) M'UF)G_RDWTQOR4_X]B=V;)VO;!?]+U4SL=*:2HH+_4FL@%[J0"I0\E>.YW^B M\*Z1PL+Y:BPLJSS4!!8Z2XB^9"$E2P_KF(6O)"L>=%JSXJCHU+)%9Y>PSEIK M%"1?66_!*OA[4*#C8[,H96_?+UUV)N^LJN$&WFH+3XLIH^*G+ M/VV"`W6)@NLWH."6$$KSTN+IBK6]H4Z]2S$]14C+-1:T3(D+.&=9=BH6Q^Z,6PPGM!*<%%E8>MHQ1HUID5:Q>5:,4%" MPUIQ6*,&=;-+Y\0?J)MKQ4HT'Z[V`>]TG^L^YN[BIZ4E_@-WKRFX M5Y=J!DB[G33<^6+$#.Y>1C54A&1-;*_VE&+\:A&V!XL5A#FV.SFF;A#;J]V< M&+\,[M^#2+R75ONOC^TU85]=L_@R>%832X2?M,*"^-H6.66U-X&\T8FAQD]+ MROB?KR67T;.I'^*'HX++UU%(.X&[8J2'L7@OV@@Q%N^E`(<)6``4]NMG6@KP M*L`L@$^\R0?+>;T/9C,K++Y^;7H8X`U`>Q94A!Z>-U41&B\Q;*DDM*@X9&XZ MGHK:[/!G2II:"I)001HJM_;8<:>DL`1>[=,AM;%S^PST+.P_1NC-!'K%]!3B M*6/'@A\\Y2UA^P\/KP&&$5WOAXN:2ZQSQ2;L&(-_LC8"T=*3[C<6F7GT(OKC M76H>K9-N@;-&6]7^.HV0UNIN"(IOC;GX6[4G4]>92ZTT5=SP;Y1K^*=U.\M: M'[$";X6=C]1LYR,=.)6Z*]'2[93V/OKKYO;7WQXN%";'5;LAC6:E;0-#R/@U M(L=E9QS_HL3UE)M<;8^\N(CJ`RP9=FV&U7(,.TSS:])N,\.L2;=-Y-0M\/9P MMZQ=F$I>A7AUT"@)W0I"E_9XDX0^'$*7-HA[JX,5['M;U+ZUO(3^DV#U5^OF[@DC"2,)(R0)N][O0L1:%38@%>\ M$XIIL'J$)NM`JOCD&RWHD]4N05B?8*)Q6+>G2QK3RVW2N&E8<\\MA6$EH>VQXAH>6QK3RV/>1#*$D821A)&'EL M*X]MY=&./+:5U);'MI+:\MBV[993'MNV5PCDL6T[Z2*/;5M)%E''MFL>P&9/ M<6_9GN0!MR1?4-LFI[,URKDMGM4N7L#OCOCZ$]@7IEV$B6O[!8!J5%E;!5"N MKDAZRJH(6EV!8UF1EWRUL@*`ZB.H1AFR%0#E"B:L@Y_U2X/E:F:H0Q'X65T( MHRI`N0I[R_&#%1M,GU6;N+2-*YC1M)^IK9O42T2T*#MBV%05!E%M(W==A*'A MX86U#BP>/F7"-O@KQ5VLK/%5LT"GN3=OQ794Y5Q851$>6BWH@QIS]$?J^V%Y M8:&(SLS,]S\N-L!@\L94GJ@0> M;QAN>EY`%2NA@L[0A'^%7=C[G:B`R(GB!4]_4]V/:D.3%V):Y,FT3'\>01E- M=*9<^KDFO[QEF`$VQ';\<&Y19&IB$"*KW:9[G2^"?B:E/%.)2Q:5AL3QXT+%I MQ.FF_0(RX+AS&-X.QD3WP1V`,3SD6>(C`Z(,_#L`U3">LV"(3ET&1E1!'^:< MLOK\V?&B\H#>F7(7N,N!A"D`/!SX.S46'F9,U'[\42BA;P+7\<0.^?8[+6[N M\H-8KB>)8D@,5:0AA$[%.Q-\)[9S1%\L-M+\L4_L,8RY0[`*]\N3.3="MN@& MM6*[19V)Q:3@GNMAUFU6[:6TGD%M9PK>B,^]ES\:-F6;C';?8M@$-_P0.AI> M`A#>/"80.E[L485&'+U2H1,(;AQ#7)?`!K#E;2B9WYYQNF`+$+MO!%M,S:CM M$=S,*D_$@BV)8#R)Y6,;M-7,\=!7,WUP)P%F^Q_!&$NURR%LWP9[KA-D2-S[ M6-@!"OQ1F^O48!KMG\(]%3C!O()C]'U.WJS"YU1[`:`>=4M=_K:L4GG'U?&ZU+A48'A M2M&QA5NN5FW,*[?`.*':2O?>8^:,)>EC(H3#C@5&`^#3&$5PQF-3IS#Q.'2C#?I" M+6<6=>R;N8X1Z&',.7J&G:LRTX'I&I9%.83P+$SHS\^4/R+-GIF4K4YGA,)W MX7&L:ZUX,ZJ;8Y,:2<8I_%,;<"J9;$8EQ(B6OST%=FY5G2B=V7Y]87DEQTM,(CEE@C)MYV,^$,^S,^DRD]4RX- MSJ)([!/<_@+[V4`#C.4P)1+%&(L9ADNZ6`=4L"'%IB`>6R/G?+$[RY10+B@R MH=,D6A$4`BPB40M1O734O6!4_J%,GWO!#`]28HV,Q'[K_1!&H4W!G/46I%]P MK)4KFT@_&%P_A.#C@HK9\=6T+'9*Y)L6-K,"_O9@CX(8`0;/Z'=F73S.%:"A MIM0_X=MO!V]YA7H+WC2GL,?14X>K(4K1#N[JK[ MJNG+NUJGDUO8=)ZE(P1-Y^/]_D8F$U@3@OSZ%M7!X^$)TG M>X#)+A.`O:Q><`3TNX[WB7M+P#VY93QJ&ENC#2K]2"+N#Q&E+W&\OL3>V9>; M?P?FK/`H6R)9&))O4R&;(\'S$*_ M^\*/`0IO)$FZ[(XNGZ)C*4F6-I'E`4^ZA(6#8XQV\R4>.VN5>.QLL<1CE"0^ M9Z69J6W@D6'5VLQM**`@8Q`[=XLD821A)&$D88XJG%KB2*GG:W'.>2.EQ(K- MOM912VOPM$$<]K=&WV@1597J+8T:H3_/C9+$/AYBJ[W\A6=)[4.E]E"*]O$0 M6^N7-IN1OE)#OM(!*]3:VX$6B4.WM%&+I,O./)"!I$L;Z7+`1?CWF2S]4O,B MC7I#1ETJJ59*@U;:3D#296=TD61I(UFD"]Q*LG0[TJ;OP*9+V]%*:="DK]5. MNDBRM)$LTJ:WDBQ::9,G:=,;LNDR:M5.:9"'(JVDR^GIJ22,)(PDC"!-)NUZ M$W;]`0L6DW%1U=^6R<1&%V*VE)N['G"[EKM>ZZ,"DO9'&WF0I#]B/T@2OS&= M7[J;;ZNOM=>U$T23<.7UV19)<*5+2T4"93C!DT4+):J[D;B+IL9Z.7AVT_OQ:\JKD59Y+W/I[1Y)5):OR/4>O:C+6CZRJ?OPI M56Y_T\K]1>]C%ZB&.RSU>Q%6BRJ@;](@(26/&_SU%^7-[)RIZ6-OEL".VJ[X MY)MBF;Q7.>OBY#I3[.OC*;SS@1'0J*NY:6,P&982OXT-6N@S<5DU&];,-1D+2[>DA\2>'$LUF;/FN-X MK",A*S#/5H%=]UA;OG&`+822)AZ\H1\)#-[*Y-\!`1#&PI=/; MIX7)>%T>UKJ&K25<,8+N95IA_QVXIF>8NA]W]D!H],!%S``P*1`RG=[WJ2D' M:R\S(8:2UWB;#*N=YVV9&-&(FD,#WP4V=HEZMK$["V/N)VK3L8D]<^!7WM]% M\+*&8FF97]8KP=8GNA48O(,P?V*D:9UW=TQV/B8"'/^F\AY_@M8,PI73]IN`&7$X@MG[B#QH;\(W.-ROHQ?@2[9"E?7$>G%,V3R*Z,.\=!<7/'OW@G8B]X^IOJ MS`"^$-=T`D^Q&#)F"3*8[.@6,:>>X*:U]S=7Z!,$5M@1YMEYH:ZM&*:G6XZ' M/:]`#>?AP3Y6%(`%RPJOL]9B"*)0T#YH;@DH(8"]^`E8!?LX,L8\/@$+BC7'2G;Q"I/_%VQFZ,*0= MCXJ.!DFY3FR*UPEX.N#0@/\"&'MB7AEK3TS"W[$GF:.#"\*F83T@LQV2&:`P MS1/.23S'AC'F"O7`'4+-`\#@%+QW7_@SC7^.1EF`RN0]0%F3:]:/C'57YGVZ M>*.S:=C;+&H+&#V4'XAPS7X"QINU?R;*!+8RZ$;Q=803):/@.[`:UK,YAI,U MC<;^SAS12]X]4SXY+D6R@^?Y@I@=IRD`(_.>SKR;-_.$HCZA)&YEF.:5J-TA MB%L)P=-43-$`'%O/1&R_%<7I>?7(>-\\HWDKL)F/.`4\TQG!'K#P>N")M&9B5/"RX$F; M8$S,Q,,"@8J-0X9$"V;%,\&_QOU;9B]H8A??*1/`R-'&]V`J#Z4'F_VR-H:. MQ=K=NDR,TT/]'1C/K-%E)'U**+@$1&[NF5ZH2EAO791][R1DGFC[R?4C[\1D M4'@"=%#"=2""7#.D6(U^FW$Q+M6/MS;,^$\XBT>S8[-NG%%K4R^P?)(T-XT6 MKX,N\J@%*N<;4,ZF4:-4^H(+'Y.HP;%NNGHP]7S>`1?AQDVLZ^-&&+O*HN(+ M&TZRWKAD-@,11WT-'[&+Y%.T8)0\4)`6;P2,8XZ?[7%GV*-=YQ&"R.@D>_^%%LZX/,=ER^%LD;(R$<6&FV%'8)_Q4/B;[3#$N,R#CO70V$1E'2Z7&2C@SO32N/%$ MC1_I'&O.[3S7//AI/&;V'-@WZ9*-`X/)9SVTPQ[,)VCZ@?J,2\/&UXPYA*I= MX'#8S(8\?H*-IB?*F#7)%+O3<8%=0`AA:7.I;\5L31(-_"5P]0FV"'\`?O4( M;X;\BA_'-_4_VEX$K!V M8'DLT7[G9^/#\IP(0H.]MP@B7SQ? MN3F&)8!4,;=`=*48*.).F#4;?#_Q8;%^=P#+0IH^QRS;X M`%0G`7;#!@7UM^.:7$"7#!CNWTS;H-C'//)]LN_RPPS#A%U=D":KAZX*3@2^ M+OI@?)-J_D,M<^(X!M_31_XEVZO/V-XP.OQ(M#D/#%#D#T;Q>:AS'/T?)=;^ MEU$_]T5V\BC]!WEQZJ`_Q9"+F]AG^,X@4X)(]H`+X-ED[)"@S`O13<\+?<`$ M+J%2N'R18@.D>5RAB"KLB!-7ZKMX$H-8`G:XFIATK-Q\HWK`S,#=VZ,RR M_0Q[@)@NS'7"3[EF?'#6O#W9VC.;XD4LAE(+F/08Y1@G1;,;C.?PY8#Q,9,N M$$/P#U%6(CY`#I\BEW!'V:7`-]-PZ$B^>12*N:[X#+:>=^UH3V8$"`X,P_AC MSB4\\?L5B[RFMT$,.+:DC'5\<5"IV/$Q%JA'V^".-PS-G-OY*0P%"P?()FS+ MP269BV.X)5,FQ!J7B!_OWYZ6/OCY$Z#$]$2L*>-LAU3X'QKM!6+5 MR!0)$`6VC$`=6"N0P6'Z7ZSW;<.O:1PROA4ZPY3$VB%/1<$18?#W?B=V@$*A MY;.2-_,%"NNK;S8DBR,0EQ^&1WZF;\["B#;C`LX#N)-FJ@!U($BR"Y.@E9U' M!B%Q+4-U(-854A1`[0?ZY#+<#C@V^`)TYNJR7CR4.S07L'@U6Q.)C6$% M0'>]?VCKGJ]XCW-KQR;E!-5N;L/3BW8\K^P<@(**04:S>$R;'P@NOG3.W^'& M*ZO>T6-@,2&P:1YF/:!VNN<^83*`IG4BBE]34/88UOF5VM0%;7856B-D\8]H M4KAKQLXR\(4GQ_G'"TT8'EMXBWLR5(=>9%ZB4!L^4+C;Q8&^L`T;N$7HI+ZR M@"!W3I_`L',K"'\L3I2R(QB7P_,6L+-AD@KAP4-X+1VYYQ+`;'B(+V9$(V"C MT(\7)6^@7P->+P\1LJ[NB:<&(G=/9_Y"3H>:VL$F?AP>9G,5P@?V*"`Z]-<\ ML,`9D&+'/-RD@M+'T.H\MV&-28=FW(Z\YJWM4;\079^8PMS));,DJ#V0S7"R M()H2:?&[XZNSRY2$9/;*H]&H=_KGU<58%KY,G=)G!7<:@,WC!4<`V MAFE)#"FM'D!6[\"CR<"M]2-)%8IXP5+![7OH?H3>.@;"8YPF"B6]8$:*W+-@ MB6ATVH^8>Z*1%X]#LUT[^]ECJO82],F+R;@BI9Z\>!]*,@&$[[UEVRZFXI,= M5^A$GRB7]Y=7N&%Y`27-=NPV^RIUZ)29EL!HL.E&>\B4-M^[1R\CO/!R#@?1 MBO'@.SG"(L\$HPUKP8_OQ!N!!"8CHPE8![Q\B`LN#_,9IO?L MN,_\\.XI\,,\DX#G&7"973+PDA5@X&XEV"6!)W26V$%MQ(.$RU<"?YE84GT`)Z<_@-ZNFN^82,3_&L.\MUGT&C9'TP M+>*ZXHU#)KMT_PB[9!:Q(@82WC2\#7%+F*:#89V0O/&1#(O#HIR#USV;\100 M#">3&8TN.7!#$N6QH.VS*#%2ISHL8P2_"E-7,,,"WPM=P#PSCJ+]`/)JTMDX MS:(\*@6#@:LC<*/:G%8AW@):8'7MASJ.6E),3BDP\TZ*0%'D@MNZQ/=/]AZV M]XHG\$D4-[S`T@-D7.)I8<%/)\7N;^3]"UUO>+P@=M!&3Q4$.[5IOU_HT*D] MSVG1GD=AGB;G%.Y.,,T#+M[4Q)U7&%^+\SPY4RSA2L&Q\71H7(NYRRQR@4R]4&A;O!%\8-M:U!A"A\4T4\QF M"!"SN$6*E9_0:82?194=PACF2S1LZ@:PSDY\BJ_WUIB]]KG+B@N\V\TN$\O@ MY<%^.Q>Q6I:J-@O\>*N.5QR28Y#TRTN3V*H?"VPQ78U[MNE(?&^9__D/ M<8V3Y(%;6S]+?6PV$+X8^N[ST'?U-+%4S!+G^O.WR'M!M$?'9E^(Z]NS+V?*V]3%1O9*ZM[B#XPM/I@&98=/GXA->+PD M)8+X%_Z')H"B?D]^NW*RPW_X]#4[N/",-Q[EBI.H7DR'[S`B!X`=PWG,/0A3 M1RY#NX:3PPI\]OA5'&)B#`W%P:KP3@.3\LA'\GYXMT8N(,QANKFH'3OFR^29+5O5 MNVPF7TR&W(C.*]_^%83;%[07S,U,"DX-9'>JS%^2BI7+Q%("+W!G3$$F<5!G MAAG`@.\2GF?G%C>P,>29FUSTF>Q^^HKQY9#!67AY1=YGQ+'EBWJ7Y&O6P?+):FC9 M/8@G&N:7XNT7EF'*(@NN$SQ/K!WZ:P^S#3+Y%2.:7Q2 M&#$F1H[QVJ/+N\=O1[H\FAG=6RJ?U9R&<1*<>$J)%V7=@0YF%WTP M@T:9AE=HDD-+0%#$3?@F99=%O,I+%$Q%OOEB\?5%A"770AFO\8LX\.6<"TJX M&+QEA(4UW9"TGRT[41^7A7%:,A&<@ADR)7P*A;.XIAH-3^V^'S\8WA!%B MEIP&FCJ&)D# M-791MHRVR7%8;B_@9I.Z[@,89QH^N2QG2>NL.#[@BPEO`81J$NB<7+8L!!7Y MG^5N60XH-`=3H63I?XR%12>\(:'"M1(/*7EVI;P"QL$%<(S MZJ_HDF7V-JN;I`REL@@+$M1)J`W2B2S?8V9?*H"9\7BYV#-=R=/>9>[KQO?[ M2@[("[.9XF0SY/P)LZ/][6^7=C)_AI!7?)%`,2"C,!F=,D3\#E"?A>G(#?4ZY'L$Q,P#>] M43YK///^L2/'?)B'^]9V7N,=1BQC_,V5[?W`\5UUB\E#`_G[)_R&27BXD;J1O_28XT3Y9%H^3/IE3$%V M$()V7$GAJ<(\:)-4?7EU'?O9-LR,'W!9YVU;Y$(G3Y-ZV2O$>(2:8T[\C`8$GIPJ:L`>^=VB4LH MV*8&%YDGL@1N7LA"[&FXPD($2>$"3$OB5T%B:=.&Z22T^-9I)BDI+QKI:Y+A MS<_O4]M,#^"#_?#NX), M&X5GE2N-2H$Y4VI8,=$9A(W@A14IG+G4HW8J'T M^0PW/2XPYK@Z#\;A01NF8J:JT6+#$MC=TSAQ/:12`2EP@BF9LX,L3%0@IA2A M#44HHUSQ8`?Q^Y3AM%3-KN2&05'HIE(!$BQ^:S.)#"\%<^ECG\*KO[QP;)1; M$+63X1D6^!P&/3$U(!5,"L]#75;@E^V,\(&HA!S&J%D'F[&C!SP--:[]E;!? M6#TO/AB&=N;B?QKOK(QT4L$ZO@:3J>W,5"6'*JXXS/!%H_8F/%8^7<+5)L]\`RS- M2)0HGJGA[9H>SS"+4M],O#;BOI@ZPW/@156XEU90#O/LN+*;D3E'6%PQ^8G& ME7/D384-55Q8MC)I(\6[/#CI[@:"MW1Q/P:Q&\6PH8%8GQ<;1:`F%-Y^QQ/; M:$?P(2<3TS@%>M'CB,X2%Y6;\V2%RMMC!2]8DB=)JFM1XO(Z=<^1Q^FC#@A% M.I6],W%>`?.8^>TSO<8J7`),K)4;\VU3I?C3Q>,SSE8\I!+^P2'DK/EO\&\N`-=F.*_Z.*RT&HLG"8*%[=AS4)'G"O%P^EF,;/;VZO'U5M M-'K#+[!\\[_2\<]O/GR]^_3X.[$[ZB,ZD(\/=X_75._R3V]^"??:T8)X;Z80 M/TE/<(O,/'H1_?$NI;^T3&-PWXW>G5"4C0M%'SO>?# M>,X*6'MJ>??YOVYN?_WMX0)`L8QWF_2C?[CYOP^GEQ]O?_U\H:1#32G15!+9 M])2BKNW%K>NE8!RH8&@YN3COI\0"5&213.#7&PC$>7^W\O"!Z/PHHN@60!6: MK(D=23\Q]+OFG1;Y;?'])&"Q#FL2K+54T*AI;(W6PY8DXIX14?H2Q^M+[)U] MN8'=-^OCNY9MD4BNA.3;5$CJ2/!\!/(J];_4_TOV(DV&6':MS#Y2O)F]1VKL M"&CRA1\\F)(N[:(+WI*C>+`@R=(FLCPX?KDC5LN$QQCMYC"J==:Q>_RMY?@1 M@`T&!@\0AJ7%YI1@O7>>$)UT=U!/VL.Z,@:Q>2!)$D821A)&$F9_"-/6[72) M(Z6>K\4YY^5GYT+-?F$OBY:)P_ID$X@^-N!W-5$U6D052S^K(0RB%]"5Q#X> M8JN]OJ3VT5![*$7[>(BM];O"XA;25ZKN*QVP0JV]'6B1.'1529!6DJ7;D39]!S9= MVHY62H,F?:UVTD62I8UDD3:]E631SJ5-WX%-EU&K=DJ#/!1I)5U.3T\E821A M)&$$:3)IUYNPZZPT-2MJUG:9V.A"S)9R<]<#;M=RUVM]5$#2_F@C#Y+T1^P' M2>(WIO-+=_-M];7VNG:":!*NO#[;(@FN=&FI2*`,)WBR:*%$=3<2=]'46"^G M>7OHV;7"44>E45O)JY)7V\.K@]:?7TM>E;S*&;BI3H&G+]A;8FFQ/)^ M?G,ZR/8/N+Q_O/N0:AGP&$[U^-&QGQ^H.XWZ9":]#][/KXA/GQUW?C>^]6G\ MA''YS?0>H^+1E[81UXGDY;\^L?(P;Y3`-OG>==J-%K8Z69'E5$?(P,=U%?*BMQH'55T?$!>V1/%O"A MM1L?@^KX2)97&2'F.(>/;KOQT:^!CVAUU=!QB0=.11CIM1HCO&6A5C M=D=[@1=MV]9WNT[K%M`BP@AW.]MU6M=%RQ:M<+>S7;^U<4Y9WQAW.]MU6=?7 ML=5\^8V-S79\UKMR;ZA-8C(+A;C:]W[&TNJ;M?M%(2N?HW=OQ`[JV[7 M)16$II"GMF>%U>TZJJ*$KUIP39R-5K?KO@K34=L.37?5[;JW@A#5J[P+V,#2 MJ]MU>$6AIE=-)7%4$/_%O+CWB6T\S3]2'W#EW8VO7&J8?@H1M2*R2]QS@*=D MLCK0U(F#:CEH^H*AJ><.&M1\_$B?B75C^W@Z@83_$@!1O`F0]3YX\DS#).Y\ MB7Y0Q0*OU?'DM`V!'PJ&O9Y;M3;L-W]\%<\U6AUG9P/$,^!KPG[Y0DS0-NST M[(/C\@<+EE#+$?'G\G=B?DCH>[-*R_8';.+,P/^GY*W&?3QHRE"\P`4L+/ M/",)O_J^**L(_SX=DZEIS2\6DXK8;Y[Y'WK!UA MUE]LFJN[W;-1G+!XZ2DSH)KBC%FKL/>!9]K4\Q1PG)Y,FSDK)\JK*)RS*:G0 MT136_`U8V[1]1WDAKND$GN*GZ*B`SE7(LTLI"^"9GV".1]Y!R8Q``PG M@)UOCNZ9R<^4ORB`!O]9GL/TTESQ';$@34'#Z8KKS(DET%9Q"8+5\N$-T_-= M\RE@I$K$7^QT#'-ISF'H=H#<@-_Q&/PY(+]@509L%]+J1+$=F^(7KQ-3GP#/ M`=W,Z0QX$(C]-%_*GD(!`M?F`+3C0"_P=FQYU9+)67 MD42\X$@A*0:9"J3^Z9\C^.;^K_9)[Y'CS$B4G'RLTWJH.:>Z'* M'8B/3MT3]CI[C0(WYM\BI@M8B`S8DT-<`S\8I@L&SW%!W0F:/3UP7?@2 M>#LVAI[Y;*.?$@ZS?&$`DD]`'EX)`.ER1:#_8SNO%C5"8VCQ[;A8X7B+8'%* MC#2M\^XO-K\7?Z.^^T&P-\CU\,QU0!.`Q).I@_AA^L''4`5@]JU8+T[H:#\` ME,0O\6J^N.8+*`/EGEBX/&89A=."!,46GU4.SD];J+C@;;J#CQ9V"7U'G M9\PG"U),9WRG'%JP98R5LK4I0Z,8CAZ$NPSPI"T+C*2OO`6-S#\]4<7`]PWV MO>_\P)PZW_0#6!=)LPM,!_X9*G*$RG6L%./P`4W`+'&9H_>#$H"+Q9H]FRZN M>H:^(\@DKL:9YSR^]!:(OY-^<,%,IN1W49BU3F<$WBKVW\;9OE@HURXC#7E% MN4Z-!2L)`4.993][RC/`%+JH+F5K.(D&N&.X?4]M.C9]-C2WXI=IS_4MV`0# M'K!A#,$;%+;42&B%\CF(H6G^H+R]3#A>K.K!/1P\!6B^1#8P/>3,]Y;YG_\@ M372ADSE34#."-T-"1V/R2_1_!Z;+I?KR_O**<=*$6@9R6RA@5B+T[)';<*^R MIUP6JH[<+C(=MA6[FC2:LBO[0?3&)U2L3S149'Q&1LN`>3NH7D#.WJ>,R@)1 MTX.$.AFC-$0-6``"JXZ"!#@`PU-U$[1@@12PCHJC,T?-X$N)M#U@52CU/U'/<[W( M*V5489[F]X(=N"6VL\`H,L8P4:,S/(:LA(X$QL8] M)&".%909F7-TP(J?N)'V,EY(BSP*'L&LZE+`L&SSHX._=Y)C9?3BPNT(>W<< M@'=)^;0H5:%TQ2@!X'$MOL6'+U3+N$#&.$Y.^/KRA*_\ M6"E?4$/H\'G6$#J\F&!$LS!^I3H/$9B>%U#`M$!OL]`-J%3SR0)_RO,H:FM0\:9;>-2S M$\PU&783:I1O;>7W`/@:DU&XN?QP>?\^9G-;"688-(U"?"3P)XX+)&$&]#DP M#)J87`?\,[Z`QYL:2[\*<&7=, M'65LNA[S8CT3'8PHI/?O`/@N7.B80HX4[8;8K[%$_%,3H((/?A$A""^3G!* M8"#BXJ$;;CG@Z2E;XK\QAAQA.B$AXZ0L'>$O.AZ'T:?(&]XV0K(`1BO!8P4` M:,PJ^BBXK?+`30,=P##!RI4K]Q0<&TSC2F19[9\PT<-UP@Q&R)7,/X/5Q@)F MB(T,B!V.<>R$O.#N-CH\"@_K%%Q,P*(@Y>T/T,3`G*N4\S9!FIY*-=V2/O41CX=P<@F MNW@3)[`,%@J:S2R3XCD"['FCH#H8`=0C;".(^U:70\I#-!XXF]2C;`O*GK)M M,%+QCXF^IG"X_I<##,',:#X$[1A9BA#IW:+Z`H:+)84^C0NQ<,#_,F&B5+F0R%/3N##[UDR@IOE M.M-*E$2-9:/+8L-OE+D8'LU,,25SU$2)5@EU*?B[<9`HE2.1Y'Z`.%$OVA2L MEAS1JL,4?+BPS+\L=>*KJS1/?8AYZEZD-FY/EDY5G9Y$3AE[ABH`N96E M"5A:SW%$!AZV'3!:X#Z[RL2Q MC/#$@AV=,W9/^?.8O^45CB,4J3SV(%;--4%U\:??3Z(O450WJD(GCO>3H6'N M"C;,?\R8E"S;Q,!WX>9+X7NNW@D_.11,,B*826W!9^KK;KC$2O,AF<*J_L(7 M[MC'^[_`ANV$\VS#0`:[D!.=)!\24D8&N8)&IQZ>.9#;!L/ M1L3"KA!^U]JB2:X,PYI%Q-ZQ%*R91?-MR8%1I0U]B]R%5,+<=20SH0<.A,6+ M2"`QZ*Y:_> MVND'0)^9,XO>,.MS-[X,M?[_LER'^$@FR7$L+4B5S7CL8<8C?M+8I]4M'QJ! M/8L>^,T%$VK-XU#M+9Z3\O3QHJHMPZ9R.L\/)*>SW^SP9TI,LE1XG5VN9&5) ME13]E+=_V"0`OYL:^5N%Y3L\I8!"[+OO\^^'/;/P3]9,*UIKTO[+(C./7D1_ MO$O-HV5Z@!5T`.Z7=P#6.NOTF.-OU6\RUUP_.WC;FQ'[YS=8FG1AVFY_\R;0 M.KL]NPI6/M/REFQ_W=S^^MO#A<+8L6J3-A#LQ1YM#S?_]^'T\N/MKY\OE!`R M-NF',#4L9'%/N<$:$7G6K=H^^MB81\OQ3OW&?[699D4;OZ9Y)M[\==5\@9TDZS4W57V>J?E-(RQ\$ MEH,_6`2?5=98!?^@,?@5]:2OCB2YCX7<@W-5$OM8B*V>=/H=2>[C(7=7RU>7 M.5A_Y=.TS77I=29A6$J8_&AZ/\*<6OX"M-0;[2"-M+:M)8VTMJTE3:NM;3NR_-MD M`*M,-5AK*HE`B4")P/U!H+R`)2N_R,HOLGZ!K/QRC.23E5_VFWZR\LO>DDY6 M?I%E%.J44=@X8BP)(@DB"2()TA*"2-,F*[_(RB^R\HLHI!U`N8#A0%9^.1IR MCWJR\LO1$%L]Z1SR#7])[D5RJ\,V.[^"URLKO[2>(P>C%NV.)6$2PFC=TJNV MDC`[NT4WE(1I)V$&1U14359^V0>6[,G*+^TDC*9))2X)(PE3HZA#J^OU-Q!H MEW:UOD-:V]:21EK;UI*F M6S5B_*-/GBP:?S+,%_S[IQ\#[_29D-E%>/'C__/+?_Z4H/T7OW.L3:@06O1N7OXTSQT,HIO'SF]OK1[6KC=XH.@`. MOWRE8\#&U[M/C[\3NZ,^8NO:QX>[QVNJ=_FG-[\@W"'8C#PX:H3(A`(6F7GT M(OKCW92XST`(WYF!'Y`F@[SW(`LNR((+\MJP++AP-.23!1?VFWZRX,+>DDX6 M7)"WE^O<7MZX(+XDB"2()(@D2$L((DV;++@@"R[(@@NBD'8`MW3[JBRX<#3D M'IS+@@M'0VSUI-,_X.;"DMR+Y%[1]/*P_!59<*'U'#GHRT3\5A)&/>1"//M, M&$U>76DG87KEN5>'95IEP85]8$E-%EQH)V&&![SIVF>Z]+J2,*TD3']46@CC ML(RKK+?0;F94A]*LMI(P?5ENH95T61%UE(39F;]3+C&'959EN84]8LW.F;9Q MWI2\RM80:3H;AR`E:9J2FHU3-21I&B)-KS2V(,LM2&N[2[VQ<>%[J3>DM3TV MTDAKVUK2M-K:MB/+OTT&L,I4@[6FD@B4")0(W!\$R@M8LO*+K/PBZQ?(RB_' M2#Y9^66_Z2Y'?P.!=FE7V\N,W;ZTJZTDC*;)VB^M)(PJZY6VDS#=\BW"8=E5 M6?MECUBS<];=^"12WJMMB#3:QA4R)6D:(DUY`6I)FETJM`ULK:S](JVMM+;' MJ3>DM6TM::2U;2UINE4CQC_ZY,FB\2?#?,&_?_HQ\$Z?"9E=W.L3:@06O1N' M5]"M^0?3)K9N$NO6'CONE/BF8S_@*`^`@/>6H__SRW__EZ+\%`WQ-4R;5DSC MYS>WUX]J5SM_HQA4-Z?$\GY^Z7Y'?<16M8\/ M=X_75._R3V^4P#;YVK([[T!.9HPBP8F!%U-PY_2V#I=H3!,NCW M%T')3)J%)SY&OF71[H^.E\)05Q4&E3;J+4)5,'46ML_4+X1*$T>W80ZJS*19 M>&Y"1^H+=>_1C>+!C`2N;AHN;3VP8&SFHKWY!2NO)F`5SET.7N3_)0#V1`.H M+0V"E@+JGLVZGF/'/UYTM`EA1`GNKE?SES$T!]7M@+V/[3C_'8K5$ ML+=:M5>%11L)$\%>5QA4O:XP&>SUA$'5U02:P5Y_%8]7`"MC94:"A7"P10"K M"F$%+4_L%%"?B+O,IRF@9CTAK*#<*\+24W/:?6TA7.VM5X6J/QJ*$L+^:K^] M,JY$6L*^NM+0K`8KS>.]CE@A[&M;!+"B$/97Z_G80=8R#K*6=P`'FVT(^ZNU M>U58!B--E!#V5WOK5:'JB=L0]E<[[E6A`KP+%,)AY?W6OF3,ZZ,CA8[:]7ADH39@@'JSWW MZE`)-(2#E4&9"F!EG#W!AG"P,B@C$,"*,CA8K>9C%UG+N,AY0]C)AT+J">%J MY5X5ENY0G!"N]M>K0B52"%=[[I7IEM\^;R"$*^,R%91UY?"(SW!0K@R+E,7P)+SDT(AO`^>//KO@-K^#?"B M[\5'B2D@ARNWJJECDU_P.',6'JA^/R7NLVEC9:Z+SLQ_IX2?>4$W_.K[HF-8 M_/MT3*:F-;]8/(5EOWGF?R@>3_/73E]YOA(KS!7.@$DT%_'Y=?Z^OZCIV/#Y MXWBAPY\U.WSJP'V#OQ)&4IH%]Z;9X5$*FIVAH"K(+/JKKN!DMV MST9%>1V;_"6(-/Q"N:V`'@N(.U>T\Q,%]%?OA%7]?^\0U\`J+M>F2W7?<3V% M!/[$<>%]0R'*=V!:HAI]BDMG9#Y%QH<7A,+G!*[0\90'ZDZ5CPZQA0Y[IESJ MNN,:8&RL^8GR2H'-#`J(-+TT6SXU-% MU9"ZR!OXTP>KV6-*7"C9(D5")-%,-\,0UJLZ>^ZP@SP=P=R:=6;L2DF.4,#O(4 M1(S7"`69P[PPE+E/9-Z0]E3SB>6;TP<%BZUA`L8$^ZX`^H%$H%T4XC/YTRW' MH_CU4^"9-H5]"%NEJT^:6N=Y`^O,,Q27Z50"X#+/?''[BG2_]^&'ZY!E$X\_ MXNG$E\^$2VX_?RAP[4'^.GUTYGOHVN.G`?\43OFX`-G#?$8OOYG>XO>?6#.- M"B&[*DM8#!V$5L6[&W]T[&>T:]?TR4\M]+S20M5.>J&J*F:A8>BM(`I8#/;" MEBS._/R36`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`DB2,)(PDC"1, M(X0YGI"M..O.C;EE.:\8@_"4L0.8(Q;%"Z=^X-J>0L#YF;FF3N%?QZ?,0V5? M.OX$C#^)WVV[^5]?#@2C^[N:F,J=(54KSM]85CA4(E`B4")0 M!LYEX+Q=O"U#+AGXM?,#=D4DK1<"YQNW_9:TWA-:OU6[YP>\*9;4KG/\*9TI M&3@_FJ#32%*EA521@?,V4N7T]%32I85T*3W\.^K`N=0C,FPI$2@1*!$H`^M3G(AJQ,6L\JY8XH14&S.:SONE%CPND?=%RP3ZU-WZBUK M9[N,VPN$I3EF+RA+UB)F)[H?`$)?7=.GI\XX7W2W1>PC7!P#W[3,_[`>MV(' M;TRZ>>17+)&6"*3024+I%LL/2$*A(P8V^`,6@HH-B&/=XU*=FB]HCD\4F_I1 M4W!0Y2;UN,("JL">VU;TP'6IK<\5WR6V9Y'%*+SQ=^#YK`=SA1;*M74695-G9L*;LC#1GE:*Q&X503JLJGSL7;3E4V=95/G%J!/ M-G66_I`TYQ*!$H$2@3)_LK56H.2"PG[V3KJ239VEDI,(/&P$2BLAK81LZMQ^ M.94(W"L$'IR87\FFSI+%9%/G`T#SE6SJ+)LZ[S6"95-GV=3Y4-NARJ;.K2.) M;.K<4L+(ILYMI8QLZBR;.C<7'&H0K-8%DB1A)&$D821A&B',\81LQ5EW;LQE MB:U2.1",[GTOSB*;.A\/K653Y^.AM6SJ?$S4EDV=&W:F9(FMO9$%V=2YC521 M->7;2!79U+F==)%-G9<=3!QP)\6CRT25")0(E`B4@?.6[?5DX%R&7#:N:BYI M?4"TEDV=CX?6LJGS,5%;-G66@?/6[`#:7-==4D4&SB558JK(WA3MI(MLZKPL M<"[UB`Q;2@1*!$H$RL"Y#)S+D,L.6LNFSL=$;=G460;. M6[,#D.V#)54D5?:"*C)PWDZZ;-;4^:+^\?[SXDW1T[C^$LC^6S/,QG]/*;Z3W& MOWYPW'N,<'SE`8XO&-OX$H"S4:X30"^DAIP*10-]I3A8'-?#X') MZC?&V;#%;-4P/O)*?%1#B>^:9\ZU'5BY\VTAJ!J#C'9OY9H8#6=F1E3LO]4WGS>_ M?.E]_N?YV3"\97?!QR@!0DG(/FS`[_^2E3\\2\,@+UF?&?YTS6-!8.NS&+8A M_0W\VPOUC_BCC[W-CUN]3T_9Y$/%HH*^D.6#$`9_T"1.[^#@X'/YKR^_"H0B M`]8_`&8;\+]?>1JS*S;=P/_^?G4Z-S0(\^@A0CU>Q]%??P5\\BE,[S[CKWX> MYD'.[EB2'PXNAH.STZ/^Z/CH:_^L?W%X//Q^?#P:`DO(V2_Y\SW[[4,6W=W' M3/SLEK/I;Q^"_"$"<'I;OE,#D7Q57]T"O_:AEO\R?CX[.KT:&SUI>7+=3@XO[PZ_GY\,3S]Q_'I!?SUN*.` M5E]Z!P&_]R^^'0]/+X;?^_#YP=G1\=7P^.^_GX[^U4;0E^\-IL,\#?^\3>,) MS#+'_RFB_/E=Y.D/OY^<#?YH98>'079[$J>/F0-.CZ(LC-.LX`RI]I,)_@=Q M>`ABX#\[8GD0Q5D;-HU).Q3B-'E@67[GC/,F>H[93?*41\P=NV_I.61WF$[S M1UB_C]@#B]/[TL#3+,]`M[A,QS$+\R*(+WEZSWC^?!:%+,D,OMSA+\J\A+]TJGQP%/(+[/SM(LNV0<'#`*CZ*XR$L_O$N3X6VY MRKO8=G;XKEOQ[Z)J#XF;X#3)@0^6A)$K@S/ZP(M`81"'15RB<@;TY[[,GG*6 M3-A$?!LE<9DBJ'DH^8C3<.[;,29B4CXO=OWI,JDQ#;+K,K-19!]O@N#^,\+Q MF<5Y)GY2`O3Q2Z_.O/QO_>-QM0\1E./@FL6_?3BKOC>>_Z5Q;_O@%2P_C!X6 MG`.,1OS6OSON[7QYP_:,GOM\7H*`AX(X_'%!R?,II/HW/F?%W5U)[6,$:A;C MISR]4V-9?S@UDB#E$(?_]J&WA6G$1Q;=W.;PMY54R.Z>/[:;`^Y^?AAP_@R3 MPS^"N&`:<8QH@)C[Y.QN3@5R\[,0L#;+[36P2I^S6QBF!4!\Q4(&<$.`"#M0 M0RD40\>]/7ISWQS@BBE0*U=M>KNK;WI['MD6B;'G"Z;C>O97@>E-NJ:%@,I- M:U&.VI3VUL"4MMJP+8F9FS*+2J8THX"];<)&L]5D-$8BU?:SOP;VL^/0?E3I M9P-#,A@.#.\2MJ@=J449RU:;UL$:F);';?\1FS)@8S(*GBJNSJ+@.HJC/&*9 M\5;+C`@(2GCCOZ?<^-M(*`+2+VM@F1ZW_F4:VH;WQ0'CWC[A;?Z>^1[:'MRG/1XS?S1S7:[AO&@)"$-[M[RMW^W)Y:AO;60,3:[7K=Q5` MSA]JFPD@&06B$(X0]ALC!".1Q'S6(V5LAHG_G5:,F@>5%VD2MHHK7P<"D_1F MJ`HY\YCRK3C":&C-4*9&XS(3H0J7S*S'C`*P36_^J;!L$4B^E4O8$ZV4J:D] MMDQ6&IC>#-L5P8%>9AYAG7IC*2B8>=CWN^?L/011C MWA[WA3/HJX-O0R><:&Q*Y2='P2"4`H: M9$@KEEN%6,+PJ)P?N#$\C].;J(^Y8@\L*0P-KWD0"$)TFIM#6FYX*K&$X5$Y M:'!C>#Z#D3#D!9M8RR$=!^)0"BUD>"OG/95DP@*IG$&XL4"/9Q-G:7*#5308 MQ!E*L#@"1*!T+B'#6+'%D\DD[(W*"47;V,'C'#=3?#I;=FJ:7M$-!^&(SG@5 M[/J55BV9B%ZI)/K:6J#O\]90:[*W@*#(L?NK'CPK9%$,7+7))$)U!O%E$$U.D\/@/LJ#>$81NGR+E@`(2&F*E&E`D7@Q M%%$8)Y4,C!OC])A\'G$69`5_?IT0-`(L#@`!*"6=90C+C4\FDC"VN?3+QY6W M-H_9F"OLCY:PB>@.UP_#X@X-A4V.V#0*(UVWI<=4. M]RM+8#K37^EM'#7>(M6`L0%FN:UN^+JT-N3C!#16-6DM M8#D=W#->:C7[RJ;I7#/>\RA).)NETV.YZ2#QUNDVN>\NTHU1X`: MW*A=S?Q!?=-GDZ'!O'D8[#X:1H`(E!;$=U>>P@ME8%&[9^_(#MHU#G&5]2J+ M675\BU\#9BGE4Z5PJE)8LY(0ZXAEKXU6.2E9HZ+B.@MY=%]E+K"C"B`K'H[1 ML&9.`)BFE$V:QW+1;FP%(]8?WMZB/.YY\?9D5K."EWH-6C8T#1EOD6K4,(^M MHOA"*HI(IQ.Q*5?+GL?#'O%>8+VSU_'_]M>!>4H'.5)X5:4631(U]LORF>'K MK">?[4&0F\&T=.5A&D^.(L["_#R`S7(4Q":BR`>#8)2"AV;\`*P'+%$&T5K]+G(*XK__IW*<^COTKUJ39L%F1``$H[_V9\)=LW:S&) M]:#O;GLN'SF805/5B]'0[E0D@'%*RVPSKGJ;TXM(K;5\=X-S&9?.0#E(X-?9 M;#AF:F<-(X%-2I%H,XIZ\Y)*1NR1ENY&Y3$TO6(9`Z7B*W$S_8O-3F.48\=; MI)XL:T9=E4[3RD:M$WAG._3Y>MD05I(J]W0>\#\9!GUF1B@?"`+1CB74CYOI M!*/VL$9W\_/93I`EC`]6V MNS5ZS.*=WMT'$<<%9S!]VTBT:GP;8X]1W;&U&140E78PTOSX6BLIJ;4F[&ZE M'FNW88N4\P*B/PY+T^%MP&\,CF,6AX`0M*,5]4MKRI>8WP(;R7,>71G2]J2!3`H;5A;JU/A/IV0(5:81L6!/.Y?YQHT56SVP_\4$=>>.RE&@DB4 M=I&ME2)W`ZWPC5?@?RX6.SX3YDJ&RP.>*,Q9U7>T_PB[ZLY+A93H>(=4"KZU M*ELN%!I7IEI'VA`$02DGXUBIUZ$-OL&FLUO&^ M",WU/FOO/09DQCL^NW*U/Y_=(=6!RPYMTX/7G9F67%3.A][=/'VV\7H]18"I MI&PN.$K=))XZ4`9(R,WIQIJ4FWYG1!J+T'^HF=QGEQ').ESV,W:>9-)1!2C( MI6B--6B]US%#@]A5H?=W#I]/';[.;:-4TFR^5.#U6P5>,1`J`Q,;,OX0A:R2 M[HJ%Z4U24C%IFK[LSP.XY%*ZQC9AM"(M$39=;>SZ.R:5U&ZI%)&BQ.+GJJV9 M38Y70@*$))?L-=:-8897*7IC1\4?:V_6*LJ67)?V>47@)/_(KE!4\& MT_K?)9(YHS_>(=6BR4Y3BS;O&!=M&QZ*53']X?>3L\$?WEK/'P89WD+&_Z`* M'X(8-='*<6U(C?=\'M]?L!RYO.3I0P2J_?K\.VPV3I.7AE#]4J7E>[\-'3WU M.;4.Q`$82OL^>YTJ$W&=@1%7)JAFN>F]F:O. M/PWP1%,QI$H[0*N-"3W`F,L"#6FC>[N-T\ M"`2A%.&[T(HB,::`@%I="FWC]WCT?L3N.0NCH+X[9=!/TF#D>(_4NR,N]*-: M"S0X$.MO2MH5?#[V,7.K"6+&P51T<+R,@R3'4++L>*8!P(P("$KI\-Z%UN0. M8@-)4]F[YX?G"#N+RT;#L_,63&-_<#";P72:O60L\?Z?:*H[TP%0M(=IVR%V MF=\%B-8I,-^7-SY>/HK4FCO2]DR/4?[Q4\BR#&+2.AC%]YF:RT(:Q-'@THDV MP+).&8)]98;``5*-O=E^+H8R=7C,(+P]5CA-^F&8%F4-8\BB!VPAHQ'?A`0( MN4[9A7UE=L$<$')OF=#V$[^O;[_1*3X6F,#7]$N/[=4@T MOI_XTR4D-C5YY+ULA6R\W341`T'5*,!PH3_YM("%WJ9^VM_ALK;Z@57&X7;]0:>TH M;\:#>.L4]A^HFZ^;H2%JPGX>CYH@3C*ROPR>.X7U]7@0;YUB^H.6,?T<&L([ M?J::31`G%<^#/GG!)F=1AMO`TW8W^&;/( M5."R^*"\EK5P,J9^:TP_$)A7@)E2CL'T)$J" M)`3V1*7&49156V9=@;(A&1!VC<+S4G/RE<$.%&H/2M)V&:]1>G7^]5S6/1VE MC[K:Y<4!(,`:Q>&E-E0Q1K/XQ)J,^;OHZ]&6)9I'E67+;",MH-XK#U9F/J^%EF4,%!E]0I7N6S7"AA0(O0*9+BL-6BPO M6F"$^Y#I[DW;?SPFOQ8GQ/Y#$,5X-HQ]?^$GQHDP>SJCT/\EJ)EYS=UW-F&2_'<>;(KUI_`V"BE$IPH7,SA^N( MF/!$*BDZVIY(*,PPE'^_/0-$\0)90]@7UWOMY\'TU+9E1BEOBW3!TI:(/8ZY0\VK?(' M!LB(K1?Q'FA$/(A(`F%!M\Y2<894`8IU2A)L&B<)K#$2_D6E],!?Y8[?5RR; M[..ERG`9DXHA\?$>J4>4[75J7;EC!4SM/ML'1-R'LB7M;_K,JLU.DECSCA4E M5JO/RZ#Q_A8EEW"A%C8?Q;/HMOZD#U!!\3NB]X>`O38[WC MKMXR,LPDRPF`@"N0&;/2ECZ!K(-#K`[4XW\B'D*@^F8P/8HPQWE=E$R-TOYT M&L51D!L?MB@H@(@KD"&STI?>1[1X"">A7L-)Q$F(),GP%6'@&&:]P_3N+DW* MO8'%=JIQ/(BW`LDP*UV9[:P4:`CW('Z5C(AW^$R`-6\*+-Q#2P`$7(&TEI6V MK#=9"W`(!Z%>HDG$0SS&X%UP,A_(%Z,PH:_K#M$1CS3N\-XFAPZ40;8%FG8'Y;&#(*M4W"_;1S(7/N+[69KV?&*4P&?X1 MY;?XVCVPB2?'C?.AH;_8D@4PUBD+L*W.`G0"22P\/_=Z1IH@4A[SFNTY2Y.; M$>-W!A&0G@`(N$[9@6WCHA<5'&(5HE+?0MM!B"0'+-Q"-FR\O[-.28%MXZ3` M(@C"!:B_-O-4Y[OE, M>$VG+,P'T^.G\#9(;M@5;'D'23/_+5R_*WD`AY*_V.M5D>1R`DWM13NRQR=^ M_3R#UQGP(G[^YL=S.+*GG"63UZ8F"T@&Y;R0P=CK./KKKX!//H7IW><23^R[ M&:=9P5FS+$TYU8)64F7^M^S$2[3!;ZS"1\_23F`F7Q+'QA/<-?Z-36VVM;T M4"9*>54;12S:<5<8Q%;F1[1LCVG0470'>];[-(MLI5.,1)DH93YM%"&?H?4" MB[M[/Z(-M\I42F;GA7FCGE6>OT9QK'Q25ST2^-RGE(2T`5&\HNYF+DUOB!M2F;4M%ZP^P4R+ M[/4-5WR_]1*3*5C(WWF'9/P%Q,[CR4A["<[P4L1MD(P>6?S`SN&W;QWL+#M] M%;&D=!+CSCS:>*\+*(5+T]^F$G-IGZ^\MI9@UA(&'`L%F8,<2Z>O(I:4#J7< MF<B25(\-.\4N.9ZQ`O'DDOQG!4X) M_,:,I'IPV"EVR5'B3#L.!U&BY+2V_?+9#\/BKBCOV>&/50>[SCZ"^6`:THMX MH+=9;2#>!0W-1Q$="AF8I>A<V!Q M>H_5B^75UGXR.4UR%L/Y\UD4LB3K,,%+=CXR-E0;%]D8`'W? MY04+Q($G01P_UU]B$_%I+8^ZL<@KA>G8!%#)EL=01&<%Y>]D0:WF70UO)7%Q MF?P\F+!1.KJ-N.BR6*''C5@V)(624)A?3>"6V%<[B0G7B8NY%*98+)4O<8!5 MP_.>67"%;W#D;UC3+/.JH>/>P1>?3?EDK'WC\K#8;#!*1B&\M=""?"MC)"JQ M.T%+M%B?YWRO`6HW*DJW?8WJUA9;@\[IBRI94 M$0L*B0(KS3GU@!D4J-U&6+(/>+PS9Z^GD[3@SET`B8[!5BG=C3/2FTL/F`%! M.`"51R>6Z0`@,4W)9&J"WW7O`/"[B`2%@BDKO3EU@%<0J+4F6+(#K$QP7):( M+L4+YB@C)BL4%E<:=.4*34CH>@[X3&5A$>\U>"#8U5BE\;;_8V/;J= M8,/D'&3N=Y%O2J[Q!D^Y$S1)X:Z>U9L->4S?"#9.[^Z#B+/)3/J\^A'FPA7E MI]9T4%Y*:9HW>M#;GJF$C7=GJ1P=X*4-U_4_2/,TR7)>(!)';!H4<5Y6EK`L MQX;BEXR'\"_!C;)WJ069\>;VOD=/G^=TEL5A7CZ\^<(H_NP*^ZJ?PRI^5]QI MG*D]842$POZ_I2;EWM<9DMH=90<"1)QQT]?.9QY?T?$1=I:%]AA:-72\N>O3 M0V0P1%=.Z*(!*7@ MQT!K+@U_!@)J!1I+-'V/Q]/6*C(XF6M%$W&@=#1MH#.'AC^#`+72C"7:O<>K04UA/+2V*RK855E3 MM8#B2)C*=2#G1NFSE?SK^=#L`7T3L^;W?'24<`VGM=]0J49NN/8B"U.6WM3Q MN19;K*^X7!#)$%ZD25@`W-H=4?,@E(12EJ\!9;/5?D$D70>?%3(U(GFY0VL[ M.WS5"*6,6@.^9D8V+X^NJ.7]CRN'>1K^^37(L)GC'=:8U1.RWV/+?EP29Y/A M;<#9`GLOE\3RP704/.G662MBXZTMGT M[=_CZG%\=Q^GSXP-&7^(0M;,,K#YE25L&N4G8$GV_N'F(X@4I36JE9[E_N,4 M).+W[2WC+\^%GJ:P*\S]@*#Q MULZ6UR9\E0HJGDI6->(TC$`9**4EC1"7^Y]<0F(=%)=LEAXW8T(%-3EHR8CZY"[TGOC5CLFE0K*)3MFJ^,LR76=UTGOB/'H`3X(D]YI4DJ[MB`#WI%XM-L)ZTK)>-NKS3>$W&TZ#XY"&$2C#2D6'ZN=]Y1+2 M3K6@C*/@B<`[%#4G-8!U%DMK5XVC`'F?A[OU&5,[D=2#43)*H:M:`7)W,9*2 MVI7SY>K59P%[S=P)`\"#N*5HLM$H&Z6MMY$FM*:KD;:V72KUYTLV78_U7S5S MY?7D?C)!WML:L)H&3DJ4MM9&6M&:L9',M3%3*2I?\OKJ7[*3E`/*2=MY6#(: M9:.TXS;2A'X>5DM;FRZ5(LD_)Y\J3:DPZU9FD\MTF5=:B#3V4 MB5+*6PV])'/107!W%S:)*]GCEN&EO+G:PK7S23,BXZU=$IU2NZI*/@U;X>"N MHI>T=>_Z;),J6)[;V76S<1-2*#6%W457M>DMW0(-8>^RM[76QMX]9MM>)J!J M(]AQ-E<204DI9-^ZJLI@-C?!P5TS(>+6[7*3?<5B%F1LYD-8)_J(]ZQ4K"N& M(8<4MLQ=(99LIO624^OOXSS(\_JPL>!J.F5AGKT4-1]%'/X>/X]2?,LK?WXI M3\8++(-[U)/^S>,.M!$72EEEM?I4!X?=0:#6]:&2"<_NJRKT)(^2(DIN!M79 M*C#^E4W3N>/'\RA).4@Y4_P]3Z4"X9SEM^G$O+CN'3G!C*O7VEAK28_@#UD> MA>XQ%)01$PH;)G_FH'/\+K`2NR3UPWJ]Q[+C%I+66WOW$-:$$1$*VU%_QN#4 MY^=1)?Q6]V(MD;?KRHXWX%Y[3;UP-5_(*V&V+^H2,$E5`$O/K^-A4VF*@(MO M(6X4$H)FZC78H#L$A>3*[=!?O.^#%]35G+1EQB&J&364G=Y^5Z8B:YO7B$WL M]HYSJ_:^SUM0"/S@D+-)A-<\,@865T*1]%TRK#$+0ITKYRUI#K>VB-1G6*F,FNK M-Q2?VC4#Q^:^Y[,81:*9PUM\.>KTI=$D_$+UQJ;QH:B[#R!"*Q&G[JG+4YPA M0:WMHG-_:!6=2H[S-:B7_Z"M2S`F@MRO1'RYUUQFTDI::F]6.;='RG&ES6F! MG@Q*NQ)1Y5YS04I+>1O/Y]=H1[WWA5Y4>9'BF09&.->QN,4]_X!LVY#2A#)B MLA+Q9*DZ:T.W@$"DNM=V=TTOF"Q;&?0G_RYL3LNU5$#6WDH$BZ5*K$U:(JXX M<%U7\^VYK-=5Q^'8G^@VC2=1FE!">58C1"NUQC"M1>Y\;K8.NTL>O2. M$IL6O^9NO/APAKL]AOP;B--JA(6]-L>.K<"@]N:.<\=P>2D!R_)%WR/ZRR^L M>&TCQQZ]R/&21VGYK%SG,I$F2BCS:D2&O3:1H4)D88H4$&*=.#WYB,94 MAO"(,STJ[\GY<2>?SQ^:*--=";/CKR%V*YMN4#_!N!RDW#7I6VE_G;36II\_L*]\;D\8$5G93,*VBTR"'!3A,#]VPFV[53K!.-\\@B]? M#,XL+VC9T`$9=E8VR-]N#/+;8B`L6I8@H]6&>\M7&^Z%(]BS*+B&*0,KARZ8 MZ9-H M@4L>A>R2ISG3!I9=Z**,I/?$LYJ0!)4.Y"?VFH9C(_987+'`%+[@E>#%9%MI M7@:"1/N4K`2(>R^70BKE);:TU]N;=?GL]4+3,TUPNUD MOW)**/-*A*7J%Z?M):;6,L*Q'=,./24K9NLRWV5\$E%=M]X2OU]5'Q\^J'5L=#C120[Y6(.IN?H+:7E%HG$L.M`U(O-"LQ-9T" M)4)2>^=SZ>7+-%(+K4X/YP^_]DB;:"/P1A/CHI2-;U@0*0WMKL@#GT^%-S/U M+4TGCU$IP+4=['(O;!)6^!V1Y<"WW7J]N1ME>?44[$3,,;J% M8W$$RD`I)FVG`L5*(A6YZ7J,ST2,=U/V&+#^GDP6]80WGN"+L`M(+P.>1V%T M7]8P#%E8<)-M7TNJB`6EH+:=*N4NT0V6IAL\J^$V]:;+F>/4]!"7%=V]D+IR MUA9X\_W+/KW]RQ\E"VS2?V`\N&$7Q=TUXX-I+6$9&62#(L_R(,$V]!K]6E)# M`#WF>R3<+K!ILMQ9T4*Y*65VVJE-;O=MP"!V9\&[7WA,#,&$$\DR#( M^GFU9E>SXFLYVF7PC+_N<&K#'Z$*NAR'V;YU@ MY_W6IOM*`J0D]?Z'2A5MC'9!4F(-AER:J\^W.>0:&-U&O)NUOE!`&2FE3%6* M:&.L;P4EUD?(J:UZS'G*%7"2%CR_[62LKR102DK93)4JVECK@J3$6@PY-5>/ MV1J%!J)I5VL5%%!&2ID9E2):&>L;08DU_'%JJP3#KOXT9[RKN`L` M`00E#@``!#D!``#MO5MSXS@2)?R^$?L?^JM][NZR?)^8_C;D6[5C;_'/[2^>5X[ZOO_[X M\>.7'[N_I-GPU\[7KSN__M_KJ_OPF8V"GZ.$=Y2$[,M/_/E_Y-4OK](P*"K1 M%YJ_/67QM(/=7Z?-?A(^`3_->O\9?O7S3N?GW9U?WO+^E[&(DOZG6+Y,P<`O MZN#L'!\?_UK]=?8H[RA"B+[X?+^8-5A\>/_7\1^_LQ?]U$L0`Y/Z9L>++3[\Z$?+^@?__]?G-PWWOHG=[?M=]N.1_-9$6?O-X M?G5W>?:H]2;WN$Y[U[=WY[^?W]Q?_G%^><-_/&\(4.M-&P#X>_?FV_G]Y4%?*6:C$!Y M?Q;%OV9)'KWRV8NW M8%=I(X_#_%T68?;XAR2`;_<]&U:$Y-^4;RP=9L'+L2%O;P6CUHML+H_` M83X)_%@K=F'KBB0XL"GP8O41'$#UG`Z1<"_^S,I[)^;8J?CD91 M,9W,3M/*!V*)O1@!Y@4;Q=.03Z@76!W%U3?U-N"^DG62*3NWZN,_Y>RODBON M_-6:8R#LU*;@I[^?GWV_.K^\_*-[];W:8>C>G/WK>_?J\N(_ES??NJ>GO>\W M#_=V`(7/K%_&C+^,+[.K[QFGV;_*((X&[YQIDT"%$Z#=D#OB>62/7K4=;FSA MU\U88&?,Z[QG!B_(PBG"R3\706*86 M6[!C.=V$A#W4_0K-2K]-Q0SBV*)P56]-17KFZW#3`,;Q MT.X3]Q:X!13"+S_\N'/\=47P.0&ZV3($3LUIYQ.6&DZP@RP=X=4Z$2'%84FS M/LLF&3WM-,B.;\%/RRSC9M"2?Z4-A]&APJLZ!:LX50N'#K7L6&C7'PS(\`"' MCO\']J->@[A:Z!6G09;!PKN*>BM@H?K@,/=H$;'6#F(^:J#<-G[N^X-Q_YQF MQ0/+1@M[OJI504T3#N*`.OOV9>P3@YJ0K;,M9#OT"&,29;AC(>,#_"EF-ZR8 M2*A"(VG*01U1)]^A]%.L!#ZVD-"C$P$#/.%]O]\PE?2+CSYRIY(ZR:0^ MQ#J8":GVMH-4_`4F,`2[#/?IH/@1P";Z*XO3*HU(/E$I6G'QB/D)M?I;IP\* MUX1)^]O")".'0<`D."$3QRPLRB">9J==12%+@E&:X3#I2X9U!90OS=U($Y MH>CAME#4HZ^PF@6+XZ2@%8="W$.H="U;O$EP35AWM"VL\^@<5#F&.H1;;_#8 MV2'N*%0:%G--!&E"L^,MH=D.E>T''?&YV-3=B!W\KL,8S32:^]4_L1_SW^Z29,0QS?M#KD"B/D?RZ:1L-$0 M*YV8L"ECC9P/?*Q$R39U0RXD,<=A67WX4,DJ)CK!7%/V&/D%!O$1'(UP/7"Q MB?D`RPHU"(^L@J,3T#4EEL>E_U2YMS$6U2W^.*I1 MT0G[&O*MX]$'6'"ST&NSVC8I!`Y$K#=<+!DO`&1*<3T MTT-)(0R[>?-Z="P6I-3;@Q,WY(#(.!1Z1D"QN!8MA?,+;DSIT?V8)E'?!N^P MHZ.75K[MX(6-< M%'9M-^XU[WGT3!;'/WJKM[X1!T+1,T$H'S<]KB(EMDK<$%<)^#`/P=OB.1$,((8O:JT!);HVZ& MM_LT]HOP>+C(%!TEA)I1Z]`C.ND,H-D(PF)DT+8R@E+#SPZ1@]9=3G8^WQV4`!9;\`!D'&35&H6 MLU"$BT*(R0WK//I`=W`%0\+ZYT&6\*]0OG`AV1FG3ABI@*D[X`#)>$0J,XA9 MB<5)(:#DAJ5^D]\PU^3=L*(W>`C>U.D@.KUQZ&0<(Y6!)-]V$]`40E)NR.S1 M/UJ72QL(!]`*;^A`Z@V)<'W(:-*!1P=))65#D(^=0S+.D9Y!4-%["68*AQBM MG#`Z].@8*2I4FFS>R_OA<`FY4?7&0.W78V#2\*J:4]1G9OQ,G`:^2?<.CG*FPYOJ3L'V&:%.RM.(^K9W_[DH\O`9S_/4YS MUO_M2Y%!H*.-EMLY\KH!-)'E/F1)D$5I]RU"CYK%-AR&6^]&S""2R(5G%M7N81Z MK6"7V?6THA+)Y5,> M9M'+^`,"U5NC9-A-QCL-TW<+1,1WP(4F$Y>I5^@ZFW3144BM:,XMKQO:4K:M M/L:%);,Y7:](];=OC&%K`GD^[XL]3?,JQ_G\[:4J08T<`J)F'`RAK>-Z58OY M)4=%8::R;RZO>;-YT1M42XW[-.Z?11D+BVMNM"P*8O6)!%EC#HS,&E^N?#D; M50@IK,SL<]+(#Q"LU,9:K-:VO80_SA;7)M(EFKSEXQZ=^V/EJA2LT3#PMG'* MV[-ZK^R"%JQ3XZ20VVJ?>1[=C3N6,V[I9R[8 MPH5*$QF5'JRD+8=%QO&0JU[FWBH!4LA/M4](G_N\?`88QZ:N@^Q/!N=\<6P4 M-^2`Z/L>>_+[:57H*&2LVN>AQ_V';RQA61##^J<_XEP!F8KHE>'(J&C]N$?G M"ENY^L6,1$&D<+S9.BU]7FQ[.7H)H@P^0[W!ZCTFXPMX8KCB1($-V0N'V@+/ M1GX?KA94"MG2]NGJ=2^$2U'R!7W&/UBGST$V1.R+K#?A(%K@Y,BOPA7CHG!I MC'W6$=I#T03!A6^!ZU)_1:XYE?"SQFA7/*?_+*W^DJN>F':29 M-29SV`E+..54RVY!*PZ%C)LD4K2*P`)0%.*;=LCF<>$ZK1QSR[)[[H`RI),G M:L;!D%["RB]NE:.B$`FR;RZ/:]I5J4Z"/`HUD51M'O?H7/TJ5S6>>PO`*"20 M62>>S^MA5Z4ZB^*R4$;(!:TX%#)+1+FZ\>1;@D8APX-*V_E"Q57DN-+MCH,GO0R4W^UJAI9"#-V_V3W&W+'28K[[ M6GUQV&2B]68F:SX6%A1!8?W@?R!X=+($TDZ^LFM"FV$7]<:ADW')S,RF/1CD MJMB>]8Q'WVVA_/99]!KU6=*?KQY9&//_J-;3F"X>]^CW9A M.QX7'#>L0.^_+CW+Q2:S8!`I54RS&B@4DNRLG+OUF5C7J(*>XS0YHQ)Z\K2X M.@0?LXC>[I'/LE+6JF/M'KGU^9L6T:O4C.#C.B@*'HU-._FLV6B]BMFNX]J- M-HKH[2KJ-\K!M:*(V6GO^O;N_/?SF_O+/\XO;_B/YVVN9K9WZ-&!;["P/"3C M?(N4BEY8'A(I9F"'3KZ3^11W77`_,8(,FQ`N'@)OL?HO,CS6_`6/>T>D'>]# M=5*@!?P40D7M((M'-TTF_T6:L6B8G%;%YJGN$J$Z_;_ M6XXSV9#7];AY*5O1U17)_SWA0O(5+^O_GL80 MN/_&20N@>LD]"\ML?,-)%D'%PK/J\-089<.QV_2U7)ED-MEM44-_]-K1XN>7 M%VLDC[$#"]?>H:Y]VW,=4=CPN)+&'O`:V9J#53X+E==H>JIE_E-R@*"EP\IW%F4)@4G4%R=.AJ?EU#O>=I\&U<=Z?""O$RZ$V5LSZ`@ M&J#HO@91#';@2W0HT37_J#>;[:7]/N[1J=DN,I;9E(Z`O37'%_U[O"+*V2;CG^&Z@IINY>XIK@<2@*(1J;-II MJS9S]P[I;^96*C?9S*W`M6,S]_?NS;?S^\N;^]^[=^>_]Z[.SN_NS__U_?+A M/]XW=<U0\<'T>QO!B0;'.=;EX0.6@B\WYPV]8;)JZ?KWD$ZN3^2ASP22!]B?*;-W_&Q7TX)#().Z(=&QF'-"3!0BZC:9YK7V;<%E M8/UIO044V>H;<2!DD@TDFA;S30:+0L3;)N4\.A'=,"Q'9[5Q-U M+L=.WW,:<^7F8[/=I7%\D68_@DQYCX)>;X_[I#>V]^4;VT9@*7C0OFWN]53S MJFC*\;K:@`,@X^L8Z5ZV3UD/]I.T^SXO4%\(QNF6RY$UY:#(.%%&]D"%+P6P M*420?%/:ZXTDPNQ']$TKRAXX1#+.F)%UM);&]>@IQ*\V9>Q6GI'>IW0//%++ M8E[68*.P>-@4`XEF+=L\CG)`Z59YI$W$?,5#_EPP')C=2V_1<;O,\Y+U%\_- M_1'$)9N6#&=]L"0W8W4X]ENFGHH->^6J:*T+>%!_\;T5C5#8N:!&%*_YU[5" MCSTBZ[I0=LN50<;?;&1/[=`V%E9+O3XS70S(2XU6WE48A%-:%Q[H@;N/! M(NR4*Z*UGFME0\,AHE`(A=U&WP/$HY,[+S?"#55M$3^D?'W\[ZAX?AY7.X!C M?+6SG#*AS;AGKA(R#K21-25[\4VU0F&'E"II/+KJX[D.DANY@'9T8=+EX\$. M&5>^L2TE'QQCU7RNQP[\5J#67"EPJ0QF2J%0=-WW M8/'HZR],H`^I((,>KA(=#%A8P%6V33^Y3=["544F$F!D9=2:K;F&*%RZZ7M, M^

1MBR,M_3JOGN&$>2\\GQGF6O4J[<]@89 M=N19S!M1'84[]GP/3Z-P1%"\1A6@G*,DMZ@\G? M!0"M]<\AMS?%AZC"[/+MA:2X$Z#_%F!4=3L\:!#)DI@ M9`?Q5T(.>_33ER0F(NI@6V[)(9'QI_$F0!*W#NIG9/;`[*I)S,I[ MIOU)Z&\2CK]C+V46/G/9\MZ@$@Z]UD;WR&&UUR6MOZ>RL3:F7/>:PNV;[!YW MO9>+^#>M/&I9GJ;X];KD:N`C!>J9S;#K`B9&BAXJ%:N+?!YIJU)Y?M] MQ^?4C*XMD!]&JT/P,:\MV"=Q;8&#VMZTKS'81UYC(`;7CGKRW?O?+ZYZ_[[W M7CV^P<1\X/.X>Y.Q?>#XP+O)Q'P@/]5>A^!C3LQ'^Q0FYL;WE!SMTYZ(*S4C M^+@.BM2ZTX*=MNH^F2/'5VG9N$_F2'&UEAP<*?HU^+H>[?LM)@-I*+=9"ODI M_9/W[_RK<9GT^)P2%-P'[5:+'[@E[Y1_<**DY+^;_#%-;FFHP,RNQDV#2$=(ZOP/ZFNJ>$#CYL@2ZD'D,>> MA%',EJSZD")1(M7FXI5LE#%D!5FGL6EEDEM]H]U>SP\>B03/C"G8&EP0PCC5$H;+HU8_#08S1D;NG[ M(&:]`1>N M<&\PR&=%,F"]<9\.BA]!QL[8*XO3:AZ$\U`Y;W"9%"R.65B403R=,:^B$`)/ MHF'D_+U<15L>V#B4'-UTKE@*E?.V9S#[K(^\0)7>X")*`@XI&4Z9.3F4ET?6TA.%6GK;,\J,PBB"3V9UQF:M`N)DMT7VS9,V?#PZ MVO)0QV%MJ`.K&0K%Z[9F/!QY#&F_, M!RN\)E*LBMD-Q^MP/NVRZ!5QY@C3!0=))B:A:1D==HN`4\@[\D%LC][]NIC3 MA!?U.DK:EL,BX\=KVD*'RFN(*>0%^>"P3=^YIL[+>BBR05C91O^/1\=D/'%- M.PG<:WM:^:`+E&./_G*-F'`)](JL^EAK.N%`R7C`FM;16H(+H5/(F_%!;U). MZ#21_8[/38GRUA%E>PZ/C-.I:1,=4M>BII"GXH//)/W)V^"]D3,Y:<_AM=&3 M/#;T))=04\@C\<%G4FXDMTQ6LOY5%#Q%,28JC^F"@VRC4RFOPX,'3B&GHE5Q M'\C^A368:]6\S]A*\ M5SDYW/2G01SGEH:=\3NXFLC$`FP:'C<(&ZKM\]NG:QF/80CIY%L%],=P*@XT M^>*M]L5ADPE,V#2DX7>N7CT4M@7;-90\AB]6[6MQ[2B?='>HAR:,S(@?2&KM M4`A$M&H<[7@,>-Q.5AP/Z>2R3_-AA.^)0R83NK!I1,DHTE4.A4W/=@TBCS&- M:CVQ9N*3,H\2EHN3O;#-.;BMBU+L2*,4.(U0V$AMUQCQ&8Y8M>92:1*^/,<6 M@L%WQ`%O76!A1QY8T-0-X1U;HB.(5!+#'1<^B\*"]0&<=@+#ZO&4<=G6&`MZL-_TR]!@B"/UKILUH@#H>[[&YD&N19;T0/A-#>BHX"`QW_'8CYS M]A_2A^#MWU'Q_)S&4%0>MM=JRS\AO7_=;A^/=ZE'`HS,JXX$F&F*TB[ M@T$41WR-@LUDD_3`(9()&=@TFGJL*)5".'.-Z&`A$D.XS/.22\XG0+Y\&*5) MY19KA!-JVW-X6Q=9V$5'%B0J(9R\1G28$`@RK"P4-,:)LH/'X[VM"QSLH@(' M*IT03E*C.5+V")PG@&4"H$CZN?XHJ6_,@6V=D[^'.C4@TP?A]#2BHX-(\8/Y MVN`J388/+!N=L2=E\K.R`PYPZ[SX/71)`YE."">@$1TI'KWXN]E9>*WQ(6K& MP6R=O[XG]=?EFJ"<8D9T,/CTTF>67+YP#;V<6F[&P6R=3[XG]\FEFB"1\-6N MP>#1%U^[V^=_[TG];_5VI@.C,_=>:S&]^G5+D1B M<*H@KIBM<]WW3>H;:NEK.OR\[M!;243>]^ASGP\&+"QZ@_.W\#E(ANR.B]=+ MJO-)277,#W9Z7X,8)D*#@=&T>ZX<,OZZR'22-!0KZ"GLK]OAN4>/N5[IMRR+ MTO[J25<%-)VN.&@RGK7()&+^ZB.EL+UMAZL>'=IZM7?Y)S/+WOD$\4<0*^], M0?7!89)Q=45&T&5G+<2Z[>1__CK'RM_YY_37R[]=4@%[*UC2GY^-7E+"CQ\_ M?@FJ=4O.VS[%T=]_!UG_ES`=_5KI`BY_C].\A!NY\C"+7N`5O<'T9/`9*X(H MSK\TXES.PE^&Z2M'%HWIQO^QRC+^J\U+SH:3 MHE*3O_,O%.O_]J7(8(5!VFZ-@ZP;^5BZC9H^\Y996#ZQGV<3D"[;%O59/PG5 MHVK;/'3H,<@RE:P=6U=$ZLGN,M"@5OZKWRD_KYGDT3)J37-HY:,9[ M.`9OP0;DQJBAV>%2#Z3V&))Y@!A7F;U7J873REW=5Y8%0P9[Y;=L?(Y705]L M-X#6>V0&;Q4Q434!-SMTZ8&2/J\HG'RN9M?@W8_7\LJ]2E$[<#"];_+C]2[9 M750@K-M0V7@T4!(#[#0+`C:(G)=/.?NKY*HZ?^7_]\#?)_%X%*T>=SH^:_35 M2"6-&2G;`1X*H46!4ON[FSE^>XKXTLR>@B6G]Y"'4CVB;\LJC&:)H@*5 MCLM_3NH/=(<90Z7689IRJ25+G++&D&$KI=>LC3`W`*%-!#C8M0@H`; MVWG<,/#C03J^QU@OW4!M')S#A4+M9(?6#2L][AG8#O`ZON[7*M^D6P9RB$YV M2IU^6'W>;;"TYS=.ID!>*B5I"9B\NW<:RD=NB=:"W.!<9HMN5+;FQWD.$W7" M!O,U*YY3+=X)N@"4WEU(#7,@"2A'V\*)SZ8[*=;4;1:%3)'TH=,%E]Q_97P- M%0M\#CVT3K(]G+++K+P\1M+^\LIV_%U`"UO;&N3U?JY<0[$8/U8&M'WA#[.2 MZ09TDIT8Q#4&:;WOPFBHU8!,BSB;G6/UPB6;&S`R-:$_?>A.0/JVK.WKRX`; MX6U6X]@+QVSNY-Q'PR0:1&&0%+T?")HFH+=Q MV8V[*/]3-6#4#;D-CCWF\ZP))HM:RAL!$K?K2.$N"%K-8F]7BLG'#@A!^^Y^ M]1W#!O,T=1Y#5M%"JW(QZ5(XB M.)DR;/I1_P[B:^YBJM.>EAX$*;Q[1%A="=RA.D!;2QF;^QK?^(NXO_BBYLSR MDUP.QSO^MD@CWJ*H140AV=;RBM[C::3U@2/H^"[$_$MUO5'-"Y#45; M7.U+CT$AD9)DIW6;^CS]M"[>5#C4Q*UJ#N@HG8Q"6D.'N+6`*7R,W1/7Y\%2 M]\1U?=Q4S\E`FJ,1IYQ[4W3XC7+X329CX[L`B0G$_%1*EC@O>MA)3E#VN&@QT,D:X)-L@Z" M(=O1Q;30%%9>9()+2N5KK##7,=;-C:03,[P5I)I>"C"MD#6MY(4YM21KRPUQ MY'/Q.Q8%5]-H\5F0>V,.&:8(%4+)DB5N#30*U:+VNPZ3A338(Q<5X+E92T>"GR9S;/? M6#K,@I=G_KV.=3Z"J^U@+'@\M#CO`X]B[,?LP"A2O_"@*(9*@ MHPOS62T$,QQF;,A-L/@J1&48<3.8#,BX)RH]"J8W-3PG1X_=&,/C.NN\S-(7 M7"QP\5&0VON*"JE:\?Q4@XC"E'2;I?TR+'K9/HQ!3UZ*N"4?DLZCW1*2\ MF_0G0N6HB578#B8$Q].6UG=1HG,QY53H"/'/KN5LKNIG8_XV#HI!FHTT9N#E M)B`9F76^2G^J3V$M-+>?01L&.+9Y=+B7\&<8U,!1B[3Z+,CB?=,5H2P!#P1P MG!#@CN4EGTEZ@V[_OV5>5%ZI:C=`W9!+?&!SGJB]F8"/KI,@C[@(IVF2IW'4 MK\+;_->W&9']``8*6WT.;2C>#CB]?0YNBQ:9<]K MSMUF1M>>ZTP\O;QFAX9L.+SV=HA\O#8V[=HLI'3Z'_B=VJM>?`YD\!XFUM>9 MP.^I0?:AV&0U611TV4&RJ3/7.9FT3[S.9&Q:1K:Y:VP)^;8^M^X=YN0=4*I? M;\E.DIU^A#8^)+M]5LAWD&AS2*E*OB7[(%@MT,3F[GBFP^A#CV>;+6Z,$ZFQ M9=,JRDWG.B4XJ33L;'?HV.YYI>ERK3>HUF\WK)@<4E0<4A*W`QF]+U'1JA2M M3-4`V[6I>&PS'V]-.Y=)P?B0+/C0[!7/C/_\RL9"7"9A.F+G;R]\"I#.RZ9] M/N[L??6>R8N"=+"M=47'/K#PEGHJ@GQ,V2#,V_O=#\&;&/W%'@,)[ MS@Q:V7C2*1$[6>ZY8YK-M)JZ3\)82[I?RG$KD(]&J@U&C1K?R25XK5I<[9E5 M,\42IAN&6:9`_7\3I#ST> MK3>''L-A*)B*G)CNP&T;C\V.$Q"^(N2(:8C>+9 M`R)9#H:J%G-\%22%RI8F!O*9A%#)@2J8L/`DR$RI;/JJ,A6460)!X1MN0AJS M(^A^2>/Z<+I>:O^J-K&L:7X.W?/0];B6NP[>HE$I/V!?^RS([=V=%^M3S)TZ M%*UFC\&A04ECD>5MT4PR@G[P_\W;C$354/ M@)%(EKVA>0Q"*FOP*4R-FS*W6740QQA!/FQ])%4/@)&2GX`WBP&5UV!_)"I[ M+LVV$2IOKEP;QGO!VZ4IEPD53"%9^N:P,XZ&_*K.E= MS%49RF:IK"UCIT?O_:2,XGZ4#%&T7'X8)"?CO^,U+>9C+;P/-4UZ_.1?L2!G MSVGVJ;OG7$Y-4$WBSSNV6T]AC?.DU' M+V7!,KWOOZ`58"$3\\+K7DQ:.4X*5S<9)D#M^TJ`NDPFFF!7T2OK7R9%D`RC MIYAU\YP5^WOOL4?.+08^@@XV5NT($ M2,Q,*!ZRYBJAL)+R/3Q\;K50&1ZNMVWT@BYF-K0]/JB4ZJ+"D3V?GD@4`H&2 M87>8,1W70]2.X]DGXVN8VT/B>RB04]C>I,+L?9O'=JI"!$D0Q^]G[)7%?$'> MO\B")'R.TGU4^F83\]Q, M%1]Y&/C,$?4]##97WA_C8XH)*MZIL3>Q['PS3N?9\.BA\!U'-:$EEK MCT#:!^`DLT=K9B/U[@%&`Q1<4.^,]YB<^"U-^S^B6'X5;?W#(#D9%]1,ZV(. MUT*E,#T[+#V^O^LQ"CX11><*[9DI=REM[&"4+.9='302M&MB'ILUNN[82YK! MSNYW;F!U**WF<9"(3*RA3E>"H)@8BI.BN@LS:C?I*V(B5YBR-V8]0J#/9CV< M\[>0#\K>X"*(LC^"N&2]5Y:=!EGVSE5;_4*&0=T:Y/6^M&NN;P$)T?BWGI,V MBU[>LBR$RNQ#UHR=.OT`!N])2\UM(."I@2:YZ*ZW@:Z<))@6M"O+5Z&WV=AN_2]R`NWN^# M5_X5`S7G5^D/<_(JN@-$WD,]S2VBP6"<0IS4RJ9$8YN.%T[-S29A57^`J>7. M6?U9J:8:<5*OFQ*3;;IK,SV/:PSW!KV$S1V.VS2J+IS)X+#/9;+X+>PELZ8H M9C?H'S"WW+VK/Z-B6T-.JHM38KY'MV^ZBW(Y>N%:K\IJIKEJEZ*^$2!IN;,G M/W4MA>VD?CDEDGK,!9LKO#=8E?'\+8Q+.'L\M8XJ<5.G+TCZ:+E?*#_[:J*- MNNKJV\1TGQ5(%^UQE2;#L?B5B+^SN'^19M^%U[UI]0$X6^XORHN;ZFAANA/R M=5LIW;&YMIX70M.29S%!3WF;L:UW`':W:VQA_?+F%A.LK"WKQD>U\^U@UJ[/ M>P!<)AFYC;_HW:!MV5[B#P9&*TXV4G=#7T-%BFEQ_P/Y(J,.!86C1\;L\;BIT^!J MB(..]RTKGU^JN4*UY!$RZ9 MXTNLY<$SM=($$3(Y'D(!+ZNVZG@,1QDMS"B%F>1J52QY%@"U9]+QZ9NN2]9] MRHLL$%Z7KFX(B&AL:*G5+J&3"A^)!;4;ZUD]0I87T2@H6/^>9:]1")E'4=J7 M#9;Z%B"7]VQ$M/H$GT,IM"TFE,U-S_4WW0?575!!^&^9Z3;OE4QYFT3C%>%YF,NGWBF>639[/ M#>FJU3=@I>-4JDR"IZ^)$IQL(+I9'MKT2;MQG/X(DI!=I%PS19DE<-?";08? MHRPM6(@85/H=<12NJ[C961**/5D3O$Y.R?JSH-6JKZ,7WFLON6'%;("^+R6F MGSZ#0W>9H,24X;3\*M`$#??&Q(`"=KO147M<<)^%U*Z#[$]6C+]8W?XKRXH( MOE_G;R_\0\:0"QQ<)X#4NQ.%-(=L@T(#*X6BQQNVL,=MUG7!%*C6&P`",CZ6 MEM+%C!6BK)LA_:4>7":O+"^J5+M)?H&O]()YMDCWEH>8[>QLESM+D]I%K7>(Q8Z"UFG0> MXS??[[^EW+U+JC$_9,DX/?NIT*0?MAM`ZSV&([>$F(B:(.WM.7J@I,U-[X?@ M#=:QW;(*KT)Q%B2[D*U!7N]!%[DN!9%K-#9[@4`/7/*8PJS/.41+P.1])UJN M;TDT3XG+WLWT'KCF\;#%:9J]I!G7ZTF:Z"[?I&TY+O_E8^0Z%_,-@ZQ9=46_ MC#,K\R+<'LR++`H+UC\-\F?,I0?KSX-,A-?Z]>565&B:52WTS!";&:FUTS=4 MHGEXSM)R^,R=I6&0W!=!$K/W^U%4/)\$6<+>KZY.U71JW#F@);R\K[_)S2KT M9D4&O0;M;282SKL_>?\]C:'\USA=6!+54S<$*=TNO"R$ZL7)?QAL3K*NG%GC MT*:;*'R9=-[%-`5)*1R%1NM4ET!+,)TD+KFBT)'9`5`V>025_AY8-IJ_%A&H$C8"Z;S'"S34*&"."E\+.>,Q6G#_G&:% M#L?4#3FB(^]Q`@W5BX,&2HP4SO-X3/,Z//*X3RF6\"2((;GZ_IE!)C9<8LCZ MW1$4_\F1>:*-^@:]>(]\-+&H)&IK02\4CFB2YH[';5BQ[+#!>!T4DY^XU%D1 M_.C8=61.C MP6TDSH;.4N>`UKMC;--N%H=.G:(H'`#;RYK94J)[].=K M8N4*M#4M`,/6^.+'4E]YL^6LMSG@7FA[*"EHIP5A#TUC6_^DXK1( M.Y9.:D22S(M0`5B(XF-5Q\4C%JI!WG)S6`-Y.,H91H M$Y_0FLF^!>$?36-:_V36:XWV!@.I$>:SQ($Q`/>?PZ4Y>ZNB097)77SZ5E7V MN?\AC8D?F5UZM^&LW::JJ.^.HW=\L=[F]C:.ZN_A:ZB:R>`YHCEX-D82DH=% MEL7]=U0\1TDO8?]A0>8BRUW\`M!0"\(J4O,V'SE*_=#>@]C86"(9#%D1=U"P M[($E8$DW)T:$+P`-M2#$(36OA:^02C^TMP,V-I9(IJ[8&3!K5F]!%$)J*)-1 M4:<$VG'WC5&?9,!`LB)H'BO`=`Z::4&80&I6RTNQ5=W0#GMO;/RTP>M?7`78 M'C_UG4/UEA9$!*1FM;S\6M4-[:#VIL9/IR4A@;0L[J-D&+/)K]_/@H*Y"@^H M7P:::W.HH&,M5(#6%>UDXHV-MQ:$#81F=;'VD[\(--;F,$+'2A@!K:>Z,+>_ MB_ANL_2%9<5[-^F?_U5&+W":YX85GB_EFTIU&P=)L2C:%;)$D[H#;@V?Z=PY=IP@K+RZ#VT2\5C41.O[)K]6L<-CC$,HW,G[`W^WI&BI M1@^`D4@Y8D/SB,<%'CZ%?:&-F=OC]"XV*'^SM!JF1@\-X8K3VZ7J?IZ*4L6#:3#'D!6FTKP$)F0QBO>S%IY3@I M;.YNC*,>?:F+,N,,*C/&I;N(WN!?N,E6W)`CHK/UBK>`F*E*J!1V4C<2U3WV MN5LJ%+"J%VJ*KFH,R.C[5*N&,'#T%]&2=K/LLM;GGN/\0.$9>\E8&`7`*?[O MF%7D2OJ3S>+J]T(\JAU'2Z\!;=%W[%:-*]EAM*L7TAZAW3'CT1\4"GC#5.-` MUA10T??[5HU@,,O/L9)V]>SRU:.CMSBS*+`L/@I2TW?I5I4LYF,--M)NG%W^ M>73B>EP\KO5D6,5^\CLNVOG;"TMRIIXPI6TYKEWZKMRJ&<0,Q8"M<^;\I1!= M)D60#*.GF'7SG!6Y__2ARV2"FEU%KZR_*N#)^W7PWS0[C8,\1^PV:_;VV/FZ MZ]$%54@[E_4F&.$B1`8]@@X<.ZM:.]-F)A0/4G.54/!HR5#$9\WW*`3^),/N M,&,Z&SBB=H"'C%=J;@_)#HX"^2>S%S1I]ZKU@F5)$,?O9^R5Q7R%T;_(@B1\ MCG)%(!S;'"0FXW6::WR=NYH*H!`Z(4-AC\[J0Q;T&4B#FY-7'P?IR3BMYMH7 M3\4"P!0B*1?6EMT:/7'\/C?1)9(:#%?-W@"[8[)K+;7US2;9U312!86%B'=* M>`SU5+/3*,C^U)B]%Q[GTM/9FS?3O&+F7@?[25FN!Y]7W:6#XD>0L,CLUIO90DQB%6H*RVCO;/88VYBFK4WMM"*R5HJ?M`_`22;F868C,`SQW^*"^RZ*D$\MU%PV=D0%O4#-"0":*864*2!B`'32%9 MUCN5/7J0W]*T_R.*8Q2!EQ^&4%B+O4=Y;D`M5`HUY^\X-LS![=ESX"A[]/NE9D)N,J[2N3S%W MZE"TFCT>W91K;FXT>Q:?!;G)N!KK^I2PIP9%L_"08)-\X5/;3?J*3;86$R0/6-:-CY)4V\"L MSE>S>_&V(Y_4\:UXZ,)5+FPJ_G:8Z:G9VF1+Q@K-9`BG"2!4BKNYL*51AH1` M1TY67VT;'QYC6T:A$K<1+7_?>\QUF;ZUNPZD?C=[+:V(3M/`9?Q0)^S]F@C*^B@:JP+:8+0.D]!4?/(B;? M^37`K:6DQ["N9!F%J=RB:@[HO`=_]2QAM.1,AA[C#!+5+A0)62P& M8DY,08>@`>^19CUK&5%5#M_U4M,9>3TZ_I>CER#*('+9&ZQJ^_PMC$NH73K= MP5:%R'3Z`MS>,U7T;"0)>AD@;Y9YY9&M/HL*BJ<&=4$*>6..;)^<:R2W@M$4 M.H?:+%_*'P'W;>[4*4=KM3HZ#;+L'0Y1C])26#'-N#_`U"*?9U^\[]8`?;.$ M*(]L].@`U8QM[6\VH@M`V2)':%_J"&D`;G:O'OW0Y3[=S=DUDR#O#33M%K1! MSH'2MZ;QMJQ*,10.AQ&DC)'C)ER)Z,EQP@9IQN:>AWQ5TJQOP.K=6;-D,.'2 MQ8J**"19$APH'GU&7;$M:X&C/_#N5UHRH;W/RT0K=9\5?R41I\)YKH,X%4.U M^!,^SY5+XY+4J61ZMUXNM7KL[/B^`E6D7_%HD&/9A@M.[5C6Y\'+^R(H*F6? ME#DW;)[?CU6.R7&3M@5<1++:"@%]ZWRQ&8Y?+#:C MYLSZTR`/F9"Y7&<"W@@Q4:B;9B%(MF-V=,.N_'=I'%^DV0\^/I$(%EIP#/Z/ ME=_Q?_A"K4TUHR9`MHI&'O.,9MM!D\*" M9V7&OR6W+(M2+)BZIH"*S&)HE*EC_(56X#,IV("-Q M'T)R@`&!C$+E5FML(N!4/&1!DL?5\D5_DJMO#,B(.Q;R0PHH>,V.)Q`CHL>C M"$MGDY#23\[,[_@_-*#6JYIFBV@FK#K>"E:1\1U8?^'H>@-W0M(/X"7N8=2G MWYLBG4;WOM+('K[@$OX1Q"6[9@'\7$W5GE.)9S*=O,_^^7O$,F[1Y_5Y$ M(SY5]@8S`6?_F,]1J`UVG:X`-9DED(F]Q"/`0`T4PF!>)T*?I4&F8ETF+V61 M5S/=#HKODI9@5S)A,A-K("9X(>H//YW[+&U78YU=8S;OSNU*)BQB8@T]-B^C MIK`GYI7-/FN'UEBG8\SFSMRN9`+-)M;08_,R:@II!3,I)[7YDOY5%#Q%,=<_ MRR=ZZ/>2.Q:6&>1%\`=NTB2;_G@2Y)&RP(F3=W$=^DS]&T.H64O.I%G MH0DH>!5(+)7PWSA9(>I^F4`-#ZCM<1YD"?]KCJP;X^BMH$MZWHQ%EB#6ATXT M2LI3:M\(WSFFL`W2``NFIH>U]X"^W&Z?*.N[N+"_O;&KTEQ[J\FTD*N=KUZK MO;ZR<0;0`W\5ZLK"U0:`P.TW4[LVC6WKB$>>4!T4EK1VC+OC\R:!)8%.@X(- MTVQR00,JUJ?N`!!2VFL7V@!+0@E("N$).Z3T>3?+9DCI^FB17M$;H1$:LG*O M\3VM;;+ICL<(\76:L/?K(/N3%1=ETL?51:AOQ)%TR$2"T8H7,U6*\N.PLV/S M&,A%FK%HF'Q+7UF65"_.JG77^TD4QW+RH=N#S&3"JF@5K_-0%S"]M:4S2MJL M\?3]?JI2OMY?4_=)JIH4]3H!Z0P)3 MFS"8=33I+6T+N,B<=4&;04QD#%@*IY@W1%F?R3EE"++<<#%E]%M2=K.[.W\+G(!DR*`H#^[BXS$I96\#5+F]-7G$7`Y;" M<>I6;HE12"S>S/E&MT/"[]89+B$9HR(*4;A6#B2?=]C/#;R0P7Z1L;]*[D>] MZXTB40^`T:W[Z7<(R6^U1^N'0D!F4WPP*PSO[C3.3#[C,S@K/0!&QZ%%T^/A M"K,@J*R$3>I3X-K,%*;OQ>-'LTE+[Z25I`M`229^B+>*'I,%H#\4E2EDL"Z: M9/&;:\[F]5X`*YDX(MXVFH06XJ9U_::L@$['5P6=.X@7()8[L^<>.[MFF_,6 MY44-D84G06;'X1ZM1"W MOE\ICKWX%(EKV2R#WH=F9?&?#;T=].5V;`E/QQ"@B2#!96-J]W&TYN,2W>SL M@A=]<7%D=[QN4`+0&Y'+IC?+%"]SPXK6V[=8H,5*9Y8M`<+#W69/7@?;()%-L@"9ZF6P6-/LY\IV:E%@.M"%AQ*5R=S8W'TB$`$W3R\-V M1ZF-S!)J?5.HY;/%

QI'-K-*IB.:?IZ"5CS^!FO_*NPG3$$)>_>I,+[.$] MI+U!XGF:81`F('4:[/25Y]14W5XR^QF)(%F;UD6/?-9?P+0!K7_NE3@W+86H9W., MS59IKMX/^O4>%R5`,,12PK$)2/DCVTSW%H92\V7H,Q:[W$F1OA/T2"]0ZI@U M]MT-C(Y);:QL\[S0^C#IC#Y$HA8:\H#^Z85%';/-=?A"7_^?SHSSM:917%1^ MO\BT^NJ$7;,BK.,R#-,?RR!^8-E(JA:#_N#\AO>8(P&C"H(/#51:%T^D641H MUU<1H9E0FRA3NWM,(1"QJ/YU<8UKE0G[`MQ$ZRRJK:7WA57I@-1*W`S7LD[A=8L,ZN,9MWIW;=YF4+"T8)U.L9L[LSMZMVQ;F(-/38OHR:U&=;@"@-5-,K)N[C^ MCRC,[>VY(F3WR.UW0U@,TJ7]$>//DN9\U'/\P%REX(5L).!V1*0"HRLK(D8H M1D6DW/(V#20*2T:W]P#M'A,I=>'*?J@AI-`/J4"`6S[LF54);]4M*WN.*WL[ MN!=JK[XJMSYL4I\"QU3V>>O\IJB\N6JTLJ*4^G9IRN7FQ6#;96<25U0NQG;< M70RUY_BJ2ML70^TAKY]$X2;%Z18MU8\]QK/.6!:]!D7TRJ>]FZ#@4B,^8?6- M`,GVWG5<64D\4J0JH1#PM6KHO:\>PS1SH6Z"$4-]I^J:``K'V\-::VFIKC'$ M6X-&83ZV2SN?1:#MT]=:]4V=J\:UZDF9JUOMI,:KYC01S]S?K256?- MDUR.'3+[I1)%K?-%#&:[:+)C\_C^=[X&P1)E]5F0A4RBB$19`JH(X)`*8[9O MSWQOQV-H]%N:]G]$\UUB`>3I8R"M]U/;+NT@_JBNJ(#"#-EJTGL,/(TAU"0= M+TJLT`>J#\!)+^ADT8+BX:*CG\\/2$-+V+QH\W+TPL6#:.+I)`NK+,^.'`:(95;WL*1T2&Q>W&9Y$563O:G MBC.61\,D*%B_F__.^D,N]\(#TXJJ-TPTEJSU#_HAXXR[L#PF0-A,=Y/QN?\Y M/@VM1,#SGZ]0$.6KZQL!DJV-"G1048%:A4R&QP&-0@IG[*F8U$WP538!1)A/ M*-A1)VCUV-DW^[X)X_]_E1'GQKQLYVWP7DU\O<%5F@RA0@:\G/]XRA^+1!\H ML\X`#9FOD5SCPHT$,\@4(FG6B>EQ8E^6BELC2OM1.+'%+9_CPN@E4`5\<9T` M4C(3O]P:LL60!E0*H2KK9#4*Q0IFT>77=%]>XBB$+)WK(!O*K]F5MP0YR812 MY;H4S(\H?!1B0=;Y93,\N?R:LW$6Q652L(SE!=Q./?_\X,DF[080D`E=RK6, M8AX&K),K!?R8SN-9JV5)%T6\+\#)G@L*OZLNP[WFM!J5HF)YS3OF&B%R,[>^ M&;&?<`-];.,:U.=5OV*#="LA[35Z83Q/G; M"TOR*JYW_@87T$$TR@5X"84/-HJ"I)QQLY8'F;1"]"E-UC\:%5?,RV` M\JXX:CI7(\HM@Z4J"O"$OL?;1%^[UP#&K#^$C?9JES+O+MX6]Y`603S^BRP2 M@NP")&^!CR2[24\+Z-29_[I%W-L[)//UQAS!KFD!&-Q^LY7%[N3:Q4Y_BVC: M6X#.EDU]%H5;_/8@CJZN/@[2$ROT)M:QF)T"6!1V*AL;:-_LA*=]Z5''#]<; M<`2NSX9J'607:!A'KB5(%"+FS>GE\TY&._1R?1NBWH%U@8HU^47E]D%+$X#' M?9C;C-L/I$&54EIY&F0GXS<(52OF5CV<+2*6T;:)Z$HWQM42Q!=ETL_/!P,& M*:5JYF":@J1DMCR$BA1XGCALU-9:#3AE,Q?L*GI*,S5_%AX#"NL-.`)J)8G%>A9_TX3`*%#-DID\KI>6 M!4)-HW5-`(7CE9.6VR?4,Y9H2[`HK*"L4&U_SV/BB36J[>]MK.PTQ@44*EJ7 M:Q4N>EQK-"G87+&?!'FU-+E*@R17K[)J'@>)R*S,)2H3K+?$B+:,-=;7Y!JT MJ7L>9"*S2IN"*2NZV@`0N"69K06[-,`I!$9A MCK)C)I^WTRX+I%$HLKX9H*%5>%B@;RSAUJ#1HYT5HWD,3EQ%"9L>:4:%V=<; MP#8A(D?\J7TWCUR@9+B_#4624M@5<9'Q3A?+%A,1`I!"Y=4!* MC][']R2'=! M)C('5,0Z$P1()(@H+.6LL<;F[1%+KSC19,W)3"8Z=4#%.L.P9AG1EJZ[;,XZ M]V/==9/^3(_5:E;-)'E+D)/,3*10IH!8*(!UY^))U-KK;$FQO0.STT^D8N(' MCL]!F9]`.:@__:1&\^%/H!S0"3\;!M`/'(><[>QS'.B$G1>`45@Q6C'3H<\X MB_75RR&IR\J%^C;9YSBDRCKMCERG@NM>L"A0N`GOCJC<"^5@ MLO`8S7.PUW'8ALC>H3RRIX*WI43TN-ASN-=QV`8?_5!^VS$&XE8&@@Y]'E*V M%`P]I'2%K531FGL=ASM$#D?8,I19:7FG>QV'=(K`BW6FM==QV"&RE+/&&ILY MQ';V.@[IU',7ZTQKK^.P0S*%V,8GSNH5VN[V.@[I'%A7*--PK^-PX0B[UZU[ M:]%;CVNGV551)^^S?_X>L8Q;^_G]BKVR&!&SP74"BY-&&7_D\QIWCXP_ M3 MZTI@=R$6JG:W>I7W&1NP+&/]V4`Y3?,"$5Z6M0,9O0>7Y?H3%HE#YHS>]R087_?*E3[QC[4\C)KV@(_,*EUB`/$'#PN1 MPDW.%DGI<[V^()*&]%QJ.K>)2M2*\P8G:"A8Z?OD;,Q%O6,OP7N57-<; MW&91$D8O07R9W+"WXN$'BU_9=9H4SZKAV:AOKI=],JX-THBX&=A4%13V,=P/ MAGTB_I+22O]A0?;P([4Y!B9=@A;(>%Q(DUFB_K(&/L;TO^_QE)"^2[24G6(PJA/T`,9YQ)I-(NL7U`! MA1VN#9">2!8:SCK1J_6Y'OH$/9!Q89%<GZN0KJRA1O(>G;X>!V!P7+[/-^ MJ5NNC8,VN;7[MMS:.BU0V#]VS_X#,H6RES] M7EJ[>$Z&5:=D;ACVPZ!H#=C(^'UR_MQ=!$EA5T5Y^STZ']UP[`-+X?2NO2*88-S&%>JAS:3+V9'L M2;5T[M,J!HRJ&4C8`A_H4)Q+J0;7+(BZ45/XW/):.!D[*\8?O$6CF^!A$7H=+019I= ML:)@F>(HNKHA2.G=)4&J4C"/8?`U6[AME#,>78KES\@T0';'%\CW!:R2;UD6 M\C\$0[U">;*...(C[PX%TBS80#<"KYM2="[X>.31';C-TI"Q?G[!K769YR6L M?'N#I<.\"B(B>@",WMT$I"'$#,0#;18UW"CU/.ZCW,XV6I>K.:GX)F@&:+Q[ M"TB52T@F1]<>=^'(H[LP52)?JBP.VE[QS+++Y)5_-V"/M+K]6G+ZS[`WP-X& MI^%(ZC28@6Z6%+%1>A+)99O5<=;(V9FU`1QM\"R.T#EHJ]":Y2YLE%`VBWW. M%[,+64A5:M+XBLS>"QCX]S3FVLF_OZ3)*6[V(8/9AFWSK@O@T?67\G\5#%@V'\BKDZM8@KW9Q+V7QK(9&$3I1L\?.D>-[+>TP4;I-H@"WA8O'(ZN70XE.!?7+<+ST MF?F+)T$,.P#C8W&]1!3`:=@KX//NZN!L()@>&V/?QB)/1U]MIEX9JEA<`:1A MKX"/OL=3V<`N:>?8IZ0E=/V>!=+:K)EMJF))$8_&_0)&^@Y090?+Q%U`/Z7N M-MV@<_35ID]DJ&1)'8ZFW0)"^EY4906[Q%T`/^7M-J5H'WVUN:UDJF-Q28&F MW<(-?O1]KLH*EGD[!S_EK>=#AG9YNT/`**ZW0%J-T.WB".Y4/6T%"2 MW3M]_),!^W/EP`*4?O&/,$T*/@#/X^KR^M^^Y&PX&E>[F/R=#R[6_^T+GVO8 MA^2-QVWL*@L>K''^5SG>\7I)$X@#2RZX1K4%7&Z#.=J7V!N813PV,.`I'+1W M:F"/.]PK(DGO7):V`1R.@S?S*\^7I*QG*4;I8EK*(%*@HU6S>4S&79A+'K(@ MR>,JQ:7;_V^95PD#TINV]3H!I&2"-#);H!82:J!;1U,:I4AN6/$]R5@0PZUV MXUQ\4/TW+B1\]70)B^J.HZ=3E$1F'Q1U=2!3J$?BWP_T6;$$*2XW:F_P$+S9 M`3_M#;"3">48&JZQ7[BB#`KS.H$AX='9D\EXP@9IQNY8&`=Y'@VBL/I$8X=' M@YY!)V1V_0T-*AXJS17S^26IM.S1U5RU$)QH1$"8U"V]95F4]I'CR.:K0&MD MLA(,32X>6`XT55?ZP=]>0^^%90$B(+R^I:>!;D=+_O,8DD2)4M"G#70 M*"SB&IG'9@)E=S:0I=YS[;,@"YEE3YV6!%N\`ARMYX7-',63R;2N9L7RDR`' MF2]VG88$G*A%06'=VH@1-E/_^&>]R**GLD#-%>M/@SQD8L!UFA(P0XB$0EW4 M"8X[]@*'5)/A9<+]L5$P6=2A/!E,%QSQCD?OY3Y\9OTR9KV!1-B3]\D?,=O; M!CV"#MS.;,KL"`U3299$QM#;FQA!A4`=CQ[!:9KD:1SU*\DJJB!3@XTG#X_Y#FM!4U1:@Z`5QT+G MXDJ%PB4[4%)PVTE!G_GGUT%5["V^8WQY#R4^^"H*A$,Q4=X8D)')*E"H7TQ( M%$82T2,JC@^%_'`'6SP=8OGAYM:1!`P0.OCD^H(V?4;*IK::;[,&L0[/5]L! M'K=1KTUQ7!X44^`G$>MU8-L]CPO=B8$6I=+9Y5AO!^M(QXM=LZUK@>*5V]9" MB!26O"[HZ+.FFGTZ<@]Y8W3$1`!4FC?AXQ@C!3Z>EUGZPE`NRN*CL%BWN7'^ MG9N7]?\/_QKQ*4*]3UKS.$A$9@N]1E6"?5(QDI:SPVI-T0Q*!JAIL?@#5YT%^,NMNE9;%=!/A(A'"HA*B]9CJ M[3T&@5".P-HK,)K% M'39B:)M[<;V$/\/NRZ<\S*+J9EM$H%/8"*3S'A]`J$]`!16N9O&!C7##YDY< M55T#+U7-XR"1]WTYA,I$?!`BHN!8;^Y@J\_:AG?LE24E4R&9/L:EI5.+4$.] M8A=G!1D%CV9SS/-96G!VI&)>N$@!JJ8%8/"^%#90NIB/8I"$MFPV04V;Z^TS M-F!9%L2]P0TKIB.>.ZYWK*IS=9KF16]P'\1PS4;UQ\O12Q"*+C-MTB4@\[Z: M-S"%X!/>3`LD-H0VQVB;C@5>\2L3BDUFUW8-2+T[*0:F:Y^&9A&O/C0PCWA]/X' MX;17)PVN$`OA4J]D>,I-,T0X;.M-.(JCMCEOAPKG38ARPLZ#C\'.(Y\UXD<@ MVM_!^'*ZRZ0(DF'T%+-NGK-"6<58VAB0MC M(S>/Z<--"Z=IPN4LN:B3T%&:3*XS&3_W$+RQ_#I*4KC+F2\56<;='?ZQ7.YE M?"/7-2N>TX7[M%3*VJ`DD"O8-K?S2.IV;EYYTS'Z0?8ECVTFV4V+!IVFHR>^ MMH1W3>,&7(+)7'B9?&,)MU[,#=/MCS@Y^1/\V5?%E\7B&P!WVYS=8W&:GU6E M3/G_038_CST>E;R%LX)9\7X;!PE,4S`QO8#0-TRT;81I"JC:YN8>2T]5(M!. M:?M!=CB/;>YPWK(LY.\,AJPWF)=)K"X0520M89N#Q&WS48_%.Y5XQ%-:+FU' M^KNDZ[Y(PS_7-IL\7\O5_<&E?>!O01QH6GKV<;?SU:-_7+]SU\VR(!E6I9?R MD_?Y,[?!._RN`C!'D?1A3KL)1@QW'MO!*T&+E.JGUYE8_&EPJ!$*"8H-QL:N MV1U1GV-CB0F[KF^XTCM;6&?C30^.W3TB=;ZVAF2=KQXC9>>CESA]9^.U`:YN MRWH+CF&'3N3)G9'$8TVLE,^A8M,*.S8#5E68)`JKZE#<;'?1\%EQ!X.J&4A( M)[3DS@0"STBM&2?'$MW8T>/ZB7N8E5.:A*PR$.XZ!D$KP.+=^T8J7!($DH+[ MG&2MCG"?!>06/Z2]ZO"J_JIDL1W@H1,/=6!)6D91J):TJ4TRA=1`49EQC(WB]<.DM&I7R8^BUSX+<9):6 MZ_H4,W-C6;/XK,@-YFOX+H^)>RI04'B@*[J2R[ZD*.W`AN_ M@,_J/G.P%FI$&J]Z-.N"-GL/?`7=?I[5UW[;,KHD*FQ975MQ57A[".HS867B M=F`J3RX\"E+3O3O/BD4D88MU15!8^QB;LO/59UA,)S:R'L#?V%8>IDSMNE;5 M)%J"TFH:[>X1F,>,:+2[YW@9K5EM=EVM>!Y56"CPJ)5?8I\7()CGA>PXSL3S M^RV67Y=0HPD2KF0;V>\Q\\XH5DSW`@4KME"$;A>T0"':WXK@26?'=W;IDQK` MTRJ`\[>7:'PVZI9E4=K'*,K&>T!?=,YTVC*_)(QB67$D/D3M&)8>8YI<[%&: M5!NII\%+5`3Q.!GACN4L>V7]BS2[*(LR8Y=Y7D*N@D(AVOUQ_)WV9-IAS2D> M9J8*^OS*8?7?\;@9:@S@I@1V3A9/>?G@.DG%N;SX_G_X'RXNQCQ1E>7&1EME_6)#E MO4&US#KCT_3_8>_3&5QV5(*;HT$L> M6#::%!7J#<;FAY:]`;F)`RI90TKR MW*15V3W6OTOCF']QH)$K;1H)`YK?KCA>_2VQ7K5+HI+OQ^9X&Z.&>+#C(+-_ MI8_E`'VW/Z[8A&I>YY\E(Y!(>?S84T\;@YU*L)6KG+N.@VJ*`=IN?XBT"=%\ M3#RU-FAUCL]VS#N^4_J<@!W[X-[GG64Q0-OMC]`V(9J/>:?6!JU.AMJ.>?8(K*(179'N6"FRQ73'@/4\Q8(R::5R-](1=.=ZS3E M!'M]@&@VAK/^P]I8:VUWW+NEL]X'B(33G?4TY01[?8!8.H:S_H/J6&MM=]2] MI;/>-L?A`2O=*4]'2&ZI_0\0O<>PU6,87\=4K8[P;^EDM^]Q+V%V+)AEK]'D MRI8U)_"$M@GCQ[Z=I7MRDQ7_@7M4P'2;1WTRUQ>CLO:#/]N\'6.&4 M>$IRK?U6'U7=UEF&PF5!MODV7NGS[^#D5_#8QQ0+F\,MFW,45P'Y;;\FNA]7'^'[0_P8"BRD?&^I-3/H6[;CH=M/.V_T6)GHG): MAV2"3T[)X6Z0UVJTU?XZS1'N\PP]9!.,K_PX*S,NVMC6%9!\,=5@FH"@U))V MAZ`!,G$QIT:6C%13K;7Z`!'-T=CB*-O"H8P-?71KW@@Z;']$#4,3=U]>L5I; M?8B&YH!O<3!M?E'TI@9\S1M!AUL31I/2Q-V`%ZNUU;1(Y:G&03D"EB:<) M=V[[G$36Q`!M;TU@#\.KC4\B(I5O0ZR!]"32QEJ:Z\OFE7(0TXC5;1:%SLZ( MZ$D!NMZ:B".&51O9!T1H?!N"%Z1G$,JQRUQKM\GE+&)/$M#YUL0Z,>QJ,)-8 MU_IG9,2QO2D'1E5LFA*&Q(2B)0QH?FO"J1B..9Q33!3?Z@)";9A6*`=<582J MV9CS.;%HBL.U?_QA`K!'S0*P;E3?ZL(_+9AX;3/AP#(?)IQ[[#2<:\40)&I\;/4\ M1#G,VWC/D=X\A!0.+/-A@L''3O-?K1CB\QBZ:P[X#A`_J;$]:6]9S[P85X;W'3!N0"OM!;6( M;:K*\G0$?=S=_?IA@LS'ZB`S):-,YZK/#!PW?-C]ZCO^;)]MXD4WL;G*0%"P MV$>)65?\%?7Z4('3% MG(WD%-?J>#HQ?&;HN#+O]L67%SC5'0XS-@P*MM&)PU@NL,='B2I7S/.YNR6W MP73B^<65^WP%EIUL6I"8>M5Q@CX\27*Z8YW,[2VZ#Z<3SF=GCROR^0\P- ML*WEN%?7+&UTCL&(P+6\\U'"PA6?W$TG&NJ>SASMO%ZK!3/'3NL#OE,2S2YF MVTSX=OVUH,T/$XS=V4`P5JCB:3F8SPP]5]9M8VAU1I-NGI>C62+Z>,'*LM%] M-'J)JTM\KEGQ[*[2G*X",RN8P% M`8U_L%CL[N9BL1C5M[I@[4:SQW:-(JE!\1I5N'RU,_N>OTE]?[X\>,7 M/BM%KU'.VS[Q6>)O+L\O83KZM=)R->NMX3IC11#%>>=+J]?2V#G$\MNX>0]] M;HJ&SZQ?QJPWL(/K`:HQJ686%^_D>CQRNZ8(XE@^L;AAAF26<:C'R73S,\KJ:PW[[D;#@:QY\F?X]3_LK?OA099.-],MJ")3Q&*"X3 M/NVS^R(H*G-?323NOD6J&5+2$C"YC10\\Y996#ZQG_EON<)YMXKE@$/;B<>N M6D<4SH$ZXX#'+YY`LK-J`6F&:MR6XW)]._24T3_WEZ2M)[;:!-KT7`*ZQ03= M\UE)U2%!]UQ7))T3E`V",BX:,'1/7E,4@Y0P0^U,-T:1"$'H$3Y>O<%]$+-\ M&KNZ2]^#N(@8),0L1I&NE[SLNC"B=F>`ADR$`*-W0I/^(<@MVH(GIE M.HQ%]0$XO:<&Z%A$3%L=O!3..#OEKD<'_HYQS9=A469P^=ESD`V9_.NO;@C^ M@O<-:1W=BUFJ!$GA2&S+=VSV?%Y3.1&4]>MQ3&8CA4IPG0!2,DZ9&RN*!Y*6 MBBBX;ZT?5!ZKW:#0/`1O)WP-,(B*"\Y0_4%GYR6@*3+.JAL6B`>E5152\(9; M/V@]>MRX&?J&%;T!IX25+^*T,T!.QAMW8]6F7\855=5Y\YM.7YI?";"T2I[D M+_E*7UJ2A?_`K.`QZ#3)4<^Y-$N"*D")F@$:,H$EG.;%M%2`I+"-Y9R:'D,WW3QGQ>7H M)8@R,,-D7D`6)I(W!F1D0BTX*TB\-@Q4"OM6C@WJT2.:R]4;7*7)\"IZ9?U* MXOPA/6'0+4[A^T'\)+QDE"F$?-7%S2%%:IC*OM,4EVPQF52!,DP M@FO8*W-<)A..L1AL=/X&A3#XI/4M3?L_HODI&@2[=;L&K9!QOU`&Q!'>4`]4 ME\6VPEMF)8=%=0YF!T'J7GOR_L![7/G;R?O]^`R4[)"0GK\'T<2VLK7?:HQ'YA>Z&;]"?"(\YF*%H#-K>K&O0A,JO&PD8^1`JAL.)Q M;GB/:YX:.Z*2Z83M`,_&#N0@3HSAU"^FJ0KH1R#H@<>@L0N"'F[L2"/FQ!A. M_V8,/21RIM')-..1E?/T!+BL)0EQV>6"5K!)0&9#0Z5Q,0_EZ+:5A?L>=S`N M@K"JHGW*O0$N$XJ#M6T`!YF]"Y6VQ0R48:,0-G#"/X_;%*?<2X6P#USU'27J M8[3*=H"'S.:$2NMB'JKPT<\;\U;W:G9$9'KN<^)3YHB%K+0M5[W9T7);)RDK M45##?>E9D-OQU*SE3V&4+!X9==`HK`P:FR1%18)AU2]FLU=^=?2C4)0=6GP59R.S'RO4E".0+$&TE:VQN+IU, M%A6(,A5+3X(<9#8TY;H2,*86#P4/PSI?;!8"/X/CY=%3B2NWL_[TX^X^G1/- M"/$1#6ASM:F]I'5FV6H[U(>N?T>-M[4/I+<^V()_N>FMH:^?-9*=NEO MNYVL-[^A+:\OB5$'A36EPWE^WV<1"6O'2_;I%(C`Z%O,2`F\.B+Z"T&.R\,\ M!&\L)Q.`O`]9$F11JC,1+K9YW#WT>?9O*LKW)']A832(6!\7W1*U`SR4$CMD M2I=,T@IX%"9H)Z:S>J/3Y!Y?M1.W_"27@\[)/96V!`OD6D1.;CJ\+;/P.5YOF\5HR$)XB6 M(*?;33)[;!%7549A='+SID.[F!TF%\G9NYJ_0+K\$CT.$E'8N<`PD\)YM MH5"/\.NQBH*PE6WN//T1O;*D'WT+1HKRS(*G01[ON1(*90EL+@3C9)5@>V5I MDP00AN7J?NXF_85+*6#_0/5]DK<$.2D=`53H4\`3%,9FV]V;MXM950(].8.W MTXSU(WD.(KX#D)I"N!:O8#U"U:)U\AERR"NK:1$;XY7C]`:=-2M*PPV)==0X M%]"WP!^,28:J(K[@A(/*^SX_5NSCHJP38*HJYC`!_ M+Z(8ZH/K1)"F;4`V&LXZ0H/(F.\*MDWY<59XXK/@W31795(3?G(M@V(>$K0" M+#0"`@B-BRJXLH2Y\34SHK,: M,%#GP_,V2X=9,$(-%T73Q]UCJU?+U[].?5Y$W`PD=,MQ>?X;3H&":5>-BU`6 MG!O;^;RGNU8R3$*-I5HB21]>W&ACZ/(-0*ADMEES0%5!1V MMM#ZUR7F$LQMI>;>UQUR$V9S:G)4)#;'T`8PY.88)UUN6IED;+KX]>_BSW74 MVV:JMMP:=.HB()2JM81<@[G-I.,(W?LH_+F=!J3;F5O#NT>NH51=TBW#I%#; MQ2'I;&Z["37ZM0'IOLZMX7T;3D.INJ1;ANEDW\1AA(5+[7-)!W'<]:5.63RG M&6QS2K=>]#H!I#1V[7`FD2SR=/`ZR21PRT>?-RM,]QY`Q7\$<-QC3D>C:)R^T4WZ4$@_ M2H8L"2-F?:]9\BK4(,&TYSKV>7E2E1.\*)ALCU/>B"-QG)POWYW6T+;X4R^% MYF.#FJ29/=:S7Q/JY/TF*/B\T!O,?_V.V'G"=P2(B13T0)E&@]TJS!1"Z9XL M3F92G@B)"N-*6G),KE,WM3;%M:V!I74=ZH_+8[,]2M(\WG&]EZFW@ZYM#D,B M[U#9V[2\F&B\(Y"S\)=A^LH]DF@,@O]C57;^J\8&)2]?Q6MNM M^QI$7);J-M&+-+MB1<$R_L6O3FG(A)4V!"EI1!HU="K@$@9HJ^ED]<::(DCZ M3^]C)>48'M6W`+EH)!YH:%%`("E")QN\FV*.QZ0#D&.JRNEMR-?!6S0J1R=I MEJ4_X"*(X(7_I7A7+>DUN@+4-)(0-&PD<=3TH3O9(MX487T&$6I4?9GP&8'E MQ5U0L#.6AUGT4BRX3!I\%?0$GCJ-W`4-"^G158[\+3PU;RU*<3I=;SV!EHSM-Q/X"W5>Z3_%2S+NX)3X_: MDH'F[6["JS09PH=H6H-F+JIJZ>\+BWL^OU(R&2$+3_ESOHPS=Y[`^#!](D^*FG$J%>NBWTBES3K6<]D M;&`T02,!@QA#?`9WSWK% MU(:0ZWK'NNE]36SJ8@P=$BFL0XTW5F\'!;.853+=9O#+ M(L(0$]L'R$XECMI$^0*":JK!40X5):+:K-!W'61_,GC'0@!8+;RX%9?O@$J2 M21,%"\BH!-XL(ZI=`7.SF\?M8*RU[EG)+I,;]E8\_&#Q*[OFSSRKH.([`L3> M,U+T+23VUK2ATW;0+)/;8PJ+V##W<(-"_S\L$$W/.ET`RA8X8:M6,2'T&F@* MI2TW1F6/<3BQ21Z>HZP9DV<]`$;O+IJ^34R(O(KY0ZTW/&;'B"URD999\=R( MR/,N`*5W7T[?*B9,7@/=+#V[953VN!65@30Z=N_;C7<5Q%25ZL44.G@O`R&B.A:P4W856/JPR1@"?O MBW]!Y%'A.P+$;E<;>I<0HFTDGL"UP5,(-7LRO<<5R*(XJ,2F]0:`P/':0RM= M5%OW.!(O@?VX9#4KB$Z)K*Z+H.LE9FHK7Y.M.P39VF"BL9E#]@=?IR7]Z%LP MPB3GK#\-\I#9A!"J2[#P%,)QDO>U&>>E8W8/DD#F[TG.PA+N%:A.RG>'&:O6 MV>#:1@DHNXJ=G`0QI)?+NNGB5+L3IP=3OW_N*64!J5_57RJ??\%9(:C>.5EJZU7!8' M&^,7->,J[WB<;U?$PASGKFO"4>QZBF\B%2P>`A(\[3VQ;]&N'N?I59'X^Q!A M`D$KP$(D=HE0.9ZOR_`HN-#6S>8QE%,C%>Z&;U$[P$,I"BE7NQ8-EP!N(Q'W M:,V%C8FXM['J"9@(HUSO9DSL3`.U#=I8[H`E-[#F4A3 MB*FI@71+F>K1O[YC+\%[=1:S-YBFFYVQ)]%5$ZIF\$7S'ME$JERV_R=%5Q?5 M]!A^.OW]_.S[U?GEY1_=J^_=A\O>3??F[%_?NU>7%_^YO/G6/3WM?;]YN/<< MEH(+IJO.9%<[8+'Y,)$2K+\#M MN82EJ:W$(]1$`^T-EOGDCL^38W-9XSC]`=N84&'WCN4L>V4YTEO&=0)(W2ZE MM(-O)I;"C!B$&BBLLS9L?(]K,+F0*#<@O[Q:&UV M*5W;:.WZBCN],*&6<1KS^HA(`&>#DYC-2UYGK[I(L_L@9OD=*\HLR6^S*&2W M65JPL-&8*130V2"/22U!(`UMP+*,]1^"MVZ>,R2A-7H" MS&1VC#2,I+,448&G4%N'0L3QT&/TY#I]K:):EXF0J?:D#'H$ M'9#9HC*UH'ADF&N$PF*&#$/(!E\FIR<:?0DG?8"O1F9KS-Q.I@[KLA8^V3_7 MZI''I"VYG*?/03;DG_CT-,T+J'*..H]@U"?H@8R_:VY'T]$AUPH%AX',:/'H M%BL6TZQ?CH\<-W.<9MT`6C(NLKFUC$.RG&_Y5\H>:E2BRP\N3,NL$3(_>5_X"75\1+,[0._VBZ3,FT`8 M1SRX#/&V-TN"`%\\AKHNDPDYN??ZRN"ZCR`9PO7)X^C,R?MU\-\T.XT#CD.] MP:C9&V!W&_+2/[ID9C[Q>#)3"05'QS,C$?:\"ODG MLQI6B MT1/$Z,C$&,WL)8F-:^N!P@6FOL>`ST*F9U%>9-%3">2[BX;/R.T?43-`0R;D M:&8),;L5H"G<8>J=RAY=S&]IVO\1Q3&*P,L/@^0M=B;E]5!KH5*XGY1`C-SC MZJ,+F;+(L@]+S\)7V.T*8B-Q;NE"H@XPA>5R$Z/M^0R_04W%$[XXZX/3S4TZ MSK[.,CZ]C',83M[GS]R.B^!5`.8HDCY?SB7HCX>+5X(6*96HKC.Q)*KG3B,4 M`H);Q#&/H<7ST4NU()&V`[PD`DA.C28>-RI5$-A\+@[R;'G M,6I8(QJ<<^L-IB&"\Z2(EFYMA#\;`,;T"KH@$VU$&$U,Z&8*H!!*=TAWCTOZ M&M%NL_0BS4;!93*`_U1,>\J+C)M%'Z>D,XY\GTQ8$6$B+7*K<5/P#3Q;WV,0 ML<[IFTI[QUY94JI\=T0/@)%,:-'(/%J<%\`GNE;9)-$]NM$R.]VPXC()TQ&[ M2G.#;UA]/X"73R%1FI*]3`M%URR:I[]$OE0A['F1)E`QG=W=PWRT*S;'7 M=@?HR7BQ1H8S6O'(=/&YYMFGY=J*C'86Q66AO/='OT/0`&6'5FT\*V-B61MU MN[#^:H7T7EC&@2?#^W'E!"AS\HVEPRQX>8[";L:"2061CK=;@XN@J")O4XW/ M)$7<1RAK^[BW]]5G$9&Q*+@P\N*S(#>EW'F,DB5[#C70*/@0CM\L5DQ83%A4Y M/#MD-A7D.A/P1HB)@O,\`7+'7M(,@-VQ,$W"B+]G"%LEW-F98>:^SR`J(!AV MP94S:0A%0Y,\C:,^7R'VL?MGCM[*W:]CC^[X#$7E9O8&<@SY,@A,=F'S%X"& MW,["RKJ";FTO7BU:4UY[BQ2VA*`>=\^=1B*()HA,**>\N^@GMF ME7,%*[@[QM$2:NP"Y\'FE^])N[YHR%_R/S%1_B^1>O%+L'1B]=5+U7\\A%[6P.C/ M635664+^*V_]O7SI_6#X?C3X^4>T^E/R%6O:S_KRIZPS\@6L.X/%8O%G]6Y> M5#3D-OCJ?Q(V8^+__O?(G>S]7CVVE/(UWA;7ACN-26MLY#6&4RE=?ZW_4_X,^U[WO#0 M#59WL1/&^K\R_+"3?/M/?@?F?OU1Q&]^'\2.I_];ES\F_\:>_/<7T?[>)_,? M,?=7?)5]MFR]YG>B/ES]L-)FDZ:#Y5ZCGAPK@A#MCVIO[40/JM%=]/[1<;:B M\<'HS]R+H^R5]_*5]Q\&Z>#POZ4O__T\6O?//`\P]1W1/]\?B& M^_&@Z'C1^;WO&/(HV(5+_JJ^^L^@C37DL,LSGVX\T9`[/S%W];_^ MI`K\O;(#?T^*_A_R#9:^\[__67T/T(/S<-_03KC,OJKX\\"W34O\>1F(@6X; MO_?*'*[#8%.V7OHI06&1/]OM\2')X\-6_-_VW8ZT/@=6#3 M#KW^W0E7]^)3SG^X$>[Q$+W_OW-OR129?9=_DZZ8]/0*>!K;LT-/+ M9;#S8[&6O0D\=^GRZ/PABD-G&>-N'Y/2S1<3PO^"X?5"+YKW\;S0=LXWJ> M>"YC\IGOWT:C8?%"S"Y%"W)J8:/!&9,F5J7$'\,ST7JTY;>BV'D)@`Y MX$6;D9N2D)MJ'9&:D79;(DT4.V-I0<-<3`$7P-3=!'8C6ZDF(2>PR#J+P8,;U`70`B@*%M)6+P@:9+?>AJK?!* MK8#K!%M$B\(DA58%C-PI#N&.K[ZXSH/KN;%XFDM'T?IGV@%1K]0J6![J4CYH M)"_+1UI9@?$?6^Y'XDE%/G,$\9-X#/&*1DQS@VB<)D7.([FAJ9X#7;)G4V32 M@JQ4,E]WL&]9:>-C#%1&H>$[9^4V>'&\DFTK"*&II(-6,NEQ(\OKCKR&(\S> MM^2I9`#E4VAE6W&@J:<#??)I$Q+R]VUY.!E`L11:N',4KOQEL.'WSH]#,-"T MTD$KL?2XL0%VY?5JPU4E6.S\4.N,9\?;<>:L5@(7^9HE0P94.*'Q[>6$)G`. M]"F<]8ADPT92@JDBUHP<4-N$9NZ'JMX((FC`XT*Z-X5UZ38;>Z`352:'1K^1C25-*A/I6T&1J8FF%Z;Q>42:&5 M32Y`OXHNU#)!4TB''2BD:&\R-JZ*QQ2OC(N,_7 M;AQ)"<3;2<'#]=FU6HE\L68E,H1B*71&I^CL-CM/QK4O^588U%6'FL3?'I=_ MG/NK\TT0QNZ_U.LW8;#E8?QR(SP8B_<^_7/G;C?5F-'4U6$S=14_:_D_)6:H^5&SQC M>9/JF:SAEXQPI5: M`U\$&S$W/'$_N5Z+%78%5C3%>MA*L3X>JR8=Q,:M1*9M%/2XG-0`'<=D@3_2.#:":COT2-^0H@GPHU8" M_%'+^6-I2B2SO8J9$)NLY-69.#E>B09,DP5%>NB8OI%%T^U'K73[+X@<$3-(:-X;W:QK1XUHIC%"$E#8 M$10X"B.:ZC_2MZ=:(T&VJ%LCJ/!#?UB%4GF.J#_=,Z()^B/]@GZ;/AZ%V<^F M\8+*//2*=7A]<7U^%?--5>(DFC(_TJ_,-^K.6K,]4`\;'+JC,0]?T#BZ: M,C_J2)D_FK"#2WBK"(,:/?2/=83=RXA'!5TT@7ZD;TMYXXZU'+9D/?9-U31. M$Y3GH3^,T%2.]5_R-0]#OOKL^O)!6NW;KX"))LV/FDGSI]NND^=/S(4[8[ M7_UCET3[Z[2#,4U5'^M7U6NZA.%3*LZ*\K:H!6,HGT,/](0&()N0G\NSA8_EZ!#4WS'FO5O`_V*1]Q\I)L*XJ^=P4]26'3E$!E&UJ\!Y00 MDRSKDK2/`406E2UF@Z8SCW7IS,=@40P@UJQEH7H,#=XE']E"+1(+ND]A&(07 M@5C0+=7#9[!Q7+^"$II@/&XE&+>AY&!_"E;RHFP=A$P59D5I]BTI;YP8J`9# MXQLAYCZH^%$>N`J"I@:/M6[7;M&[TJ##'ISE[]G13K8,N:@HSWL&,J=5Q9KW M+Z:Y@KHP]$RON*()P^-6>[:/&I):(%6,30*BZG6Q/>DVQU`GA@XQA-,ME]_? M59Q$5JA@-,Q:5Y>>9/G]`O6OI?@$MDT_0MZ.&63-,R=OW_1X.('Z-'3M MFP28IF9/=*G9W;&;MZZVC._O/!%ORP]A-R5\W\D/$HS_Q/+/8L6'V3,F3Z!P M#IUMUQ1_]^2$7%X7NY)Q=>Y'2E"^Y?_9 M0+0";YKD/M$JN6NV2'Z-F53-WJM&U":8K)4L'YH8O9-`D*"=;[9>\,(YBV0E M,53+@DG"-&&G.'27LF#R9N@^/AD/+$Z@Q@]]_N8IIT4()KHN5NP(\,8+YC.F M/B[]+90_\(SE'\G2SV3)A[+2IYIF'48JH.?M8OW>^?%IO>;+^+/HB#+^Q]>^ MKD":%LZ8M`IG:!BX&W0\P_>^2`S%G"@*9'(4@>=W-WYZ/1X[\E92XT,NC(!` M;[T5#(EW4VJ_G/*T*'[ZL92IH>(:(O<6!J9)1&ZA-!IOT4DB+3(ST1:9.2F` M+:;R(O$B^YBR*N&HG.)-LPIC/]"E1EB]39;_]X$PY=_$3_PI\%;BH?9S$+;B MDQ83FC2+"5%WYA[?ZXS0V]>/09':`[7B:/%EB:Z#IF0">N/";>%H_JA#@4O^3J[PE-/-RI1DT:N[,])RIC&!423H`OLPF=)B0%-= MAPH:$?+)"L]/8?@%6M6(Y]7AB9O`RC2&W62DNQ;^E]9A:DZIF->4Q@-@,;OD!9/ M-:J-29VCP0K,NW!::: ME&G(H`P/G=0SR&AJ^U37X8&C^,IK53X.99.;15GBIE!4ATZQ#:H*F&B:^;29 M9DY5@AIUL&D(W30\4`>'3N@)/#29>]I*YFZ[BCXI,V(V6PJKKB$(KA)K/9*;!@>(R=$"WX'R7N0\^!^%EL'N(USOO?+D,=GY< M>T7!E*8A3[4>3CC8IS(UJJ22A%=I67G?CRIL&A6H!4.S]P`5FC8\U77>X$A* MLK(L*VS+D;DIU(2AZ3O$I91JY7I]YZ#Q\^CB%*9K&_BA MWJ"47*^9+,JRLBPM;)H4*/Y"L]M/"DWOG6G=77T4+F)0B9\X6TED5FEYTZA` M21?:W1PJ29;`BR(%T2XTOJ:%,BZT?#^` MH:FX,UV;E8]F)5@7>373\O:<])Q!V18ZP!0W21;2;(_!N;_*1O.J=2Y-N)WI M$FX;=JIJ+9/72/90,%$G7]H87_U"]19ZH3?\T#3\,"KS0)QW2Y,?NRO5VL?O,[_*+>#_]2#;$RA,I,IZRBU.G?')" M>7U7=,.37=G"!;NJV]MG-`UXIG5_\"FZG7-8:JQTF[%80:7;BM7!FV71H()5 M5A#O\;1I>1T:BV3C[)W$.R\1@$J^^NY[%W$>?L:Q!SMC`]9,VAE@W-;2D6-`U[KDO#KB5" MOJXUL7EM?S(VO@;^>Y7?[+N8:?C[5?#= M-YW);`X%:FAGR[F@J=-S7;N1&R%1-5S8(Q?-H2X-+=XQ(543!DUXGK<3GEL> M?MB+<":'&JP(=L^AC`SM:(E_:3KQ7)=.O!^\ML*I4..%QNO:J15F:'.]\F;9RQCP)[)&ZJK MT+Y=8W#`_S29=*Y5)MW[_G:-^%":A):TR],+FL:XT*4QUCC9GE_V`LI]T)Z& M!O@*=]-4OD4[E>^8U7GZ]?<7Z=VTUZ&:!\UJE]=I(MY"IXCWVN&OIG'3 MOH:2'31FU[[^[+BARJ9[F6^#NI61D]#U'RL`H,EV"^VR76V?L`=VYL1L+>JP M9UG)-"50P(,6[P$E-!%OH5/$:P1(-G;(LDP59D5IF2\Z+6\:%ZCF0=-;@,O7 MP`\/$$,3^Q9:=YDVZ=;^T.('_OMT9XZE`PW4":$+^D$.349<:)41&T)S8+@I M5S'-#90BH0,ZY&:G;NR[=>+2!I*ZH[L+FB"YT"I(5G.5[+J1>#'KK\+=M%O8KYU//=??"6O`KL) M(I6(_@N/HOLGQ[__SKUG_JLH_51,\#A4@P\T5535US?AZ#%%'D/+&V&[O!4F M%C41VZ;M,$]=.2%:8H,AVZAVSNQ9)9?,G[.+N/3-PDO3>%5]+6.B7F[SYM^O M@_"]3)E=&E7/6`GKXD.8_!26?/C%M[C M#,#/^;KNC/WV\]W/+!;39R2JIG=2/`;BR==7&V>=1^XO7\KGS58[.>:Q`7L1 M3;,@5$M'XV1"`1YQ9-_)I&GSJK[)<;`>RG:CHLP:_2.V>%$'=7W$?S8`^='Q M9`;"NR?.XUN^#<*8KY*C=P?G99KBK^H;&"D;=+C9VM1R?:7E&V+5J4P!(1XW`:V:YXZ!#WP*EQ+C.H/.X3FM`3_!07T`N6Q;+X,@UCR@2 MLX'>M`71XE]5(!)C-8-VL9J6IT@:]@VJF\8I0>(QT-3]H808AQEH/7307TJ0 MJ`HT=7\H(<9/!KH.';0$I,G45;Q@'"(D``(]80M$I=AHDV42,>XQT'HHX9B. MUC`6E1A3B44WI>61L[?>-\X<$N.`ONHI<\38QD#7<883XU:[&K=RY8U$.:"S M;(#ND#!U2(H;$&,=@W9G)$ZU*&_<[1::L1CY'A]#=36214KQ``ES0*>]"12) M(8V!KO0QIZ/P%`JP/4+O``EB0"?:@.;^XONKZ%I=WH/!@!B?&&A-9-.ZEQE] M,E3P7C2VL6D[Z0")%D#[]Q"B(3$Z,&P5'3CFH-G1("7'GCT;<1HBLC[T1!]Q M(LKX0R,R?AU%[;0/=3!Z:45VEY(M2Y!9*\SOAU*"77SG^H\>3U]^N13KW4-+ MLR%1NA_:<,SB<.^QK917LB]_%ZNQ4ESSG1_$*KCIQ,QAD6HW4U)> MV$JT;#J#?,GP)5*M#0Z<@E1B^&!H^!A'[X6P](]]V68NI'Z-R3&,(8VG`&I[G75]I&*K!;)0"I;8S'WU581 M\XM))-X!O?864"0&/X:&#WTTH+#E:)F0*)IDJDT[9>HA$AN!KK2HQ,G-HHFFOFV;* M6![>Y&<<222Z`;WW%I`D1C=&G9_0.`&-+3?S691-8X2$.J`+;>#R/G3\:"U& MF/M`_+D2D]$OH3"J-&SE<:$1,;XQ,G.XH[:K^6:LM!"3#F4.A#(.6)S4/@/# MHEB`QNZ&LV`MRZAVSEC(E\&CKPJY/N-.Z(NZYB=S)-@!_=I;0HE1CE'G1T$: MP7E@C,S;D)#>9Y"J=EC2D''JD!@']%5WU'WVW%E0ZG[)YP9#`A]WD>OS*#I?_G/G M)DO%FS`0(_#&^93.QC<\O'MR0G[I>KN8KZJX($8'1CJC`^U[F0$DBK&U+,=\ M'HLURC(02YAWR=6,:O`\QPQS^1OFU?8D/@"]%-\ M(8H^=(X5?%WYZK?<0"H=$]7[L4[UOET/,\!^\YW=RI6+KVT^J!57I+I%1>-` M(7H\]$??@")J[V--VOMQ+!T:K$I5+1+4QXB@#OUB&UCW_$?\47R+WZO((@KI M8YU">LLN9GS=+9_X:N=1Y#[ZU6(% M42H?ZY7**3W.*/RK^\S]E7\@GWY-7:6G"EA M67O&440B!-!S1E'\(EZXBOFF*L(\)L8"QAW'`O+^U+%DG`M$Q(>&MIJ+"5&N MGW0GUS="@GV3Q9@J9WP--4'D=VAPHWQ$V4KVEHMU0N4YR`E1<9]TK+B_[A8N MLH?)F\9W'4P0W1Q:O!><$*7R27=2>14BAQ[;TN+&F4&T<&A].YCYRN,K%<^2 MN[JJR"'*X)..97"\<;!031O:/P>@4.4NR?=R=WUS!P:>$0E=I62],4* MDA"1&WJC>Y(N@LV#ZRMA[=!EGQ.BHCW1E/JFKBOY[MH26,910`1I:%NC@XH\ MF':]5B^$?/7)C]WX1>U`=I;9VY5##%&8GNA,0G-D5_<.$"2O,_YCRWT+MEU/ M$.T9^J"W-!%%YXFFG#)$D/#IJXR7*FZ<+416AAZQ2%:.7DNM7W=RV_3U6NW, M2=^M0HTH+T]TWA-\FIYG^"7OR;B&V@L7-8APR/--\1-G#QFYRV*V-8XI(CE# M;[X53(GB]$33C<"G)?3X:$C!=M*N<3@1W1OZT.C"_]*-EN)Q>Q?R0[L.ID0% M?*KS'M]F/;/QB6"*:-_0U'UAA"A_3S6EWV^'1SX`E8JSHCS[9M'VDRDBB4,O M=(?/A1,]5<%!U+RG.M/CR^^=WX(E_C;N5T2VA@:TPZ]$17JJ*9F\=2Y%!&5H MNVY=>NZOY'_DXNK9\61^F%NQN`K=9RV7SAA^"*>?^IN")D1Y>-9*_EX MJR:5N]@)X[HAJ%3L`%:O.@F0>KT>DCD#'_BCZ\L,`3(B(>^B,4$34I&>Z-6DZ/<9Q091L M:/:>X$*4NF?M-E^?XE&_=[@@*CDT>T]P(&3C`.3_U>ZQE1V9YUJFR_WFUM[6/Y#%&>H:E-LR&3X!.B(C.B%CW3N0.; MUF/[9RY$@H;^Z#M@1%%ZUJDH?31;<*XK-]7/T-L,D;.A.[OE\[,7?+_;;;?) M5W2\0HB+#LF2,Z*:/=.M9C?I6YY=JU0N@4K6+J<^,DX/HFI#%_2''J*H/=,H M:KY&4M.#NHVHD?N+^6M<;D)#RS8 MYT1I>ZXI-TBKON5`%962&:YJY+KCX]/[;N^)@C`C9T2[=FG3>+S!&1 M&WJB%_P0E>RYIB37[=&Y2]`1I>5IY:1\FK@UOSC$.#>(=@T]8(2;VBO]YD0Y M>JXS,37H!`:&<<\CJC"TJH6>)\J_>(J@LM:\3[#?)AS(DB M[EQGLN:*KN#KBC072Y)[Q3@4B$8+36TK%`NB&KO0J,8>YB%=+"0ESM(L)Z:! M6""R*S2S$2`NW6=WQ?U5<2DE7XHU>34=1/UUH5M_/=2OC)>\@'KZR#(XR9*6 M/IHL$$D6>J,?$!&UV85&;;8I/_OC35[\;.]VUK2.<700R1;ZP`@ZZCGN>A=' ML>/+V[JKB"'JLXM6^NPS#Q^"^H$G+8*A\[I+^(KEWW[^(/]O4))$\K'FC`W/ MQA\^G'U(_C];W3B[^"D(W7_QU1D;G`U&P[/1?'(V'HZ5/B=>&0S.IA^F9Q_F ML_T%D=QH*EA42V8V&HCFA5]4)?''\(R)DEN^C-UG[KT89Q51AJ'WK6:5*`,O M-,K`S1!-!S55ZHR5RAF'`Y%WH;D-KJS/\Y]H%1Q$67?1D:S[NCNUCUW%P&0< M$$2_A2:W&A"B;KO0K]L>8&/O$8R=V\,&HM%":QMAX\+9NK'C)2:[Y1$/G_GJ MW9?Z2^BQKP#AAB!@-O6-P\FNP=B8JTHMFBO0B@K[(,/Z5FDPYZG]))Q2GS8H50WYH.F4*OZW3VF'X#$*C:@%(T8NU,V MMH$O-SE>KR_YFHD$*3A%5]3=--ER1O-%W!@8F]\XI6S*^%H>", MN*B7H-&$:%6_^S&K!6/8""9CHJ4&;!K1H'J-N,@X:"WXHLG6JG[7`UD-6WM+ MJ-((97X=!75GQ/9]`HR_G@`$0TH5G5USKZ'.@6CM"R7''_.GCSXQ#4F1$O](&=`5%N'NC;(=T& MFP*4O=O>S]0%\`(F4>V,G<=QZ#[L8GE!I+S3],8)A0DL&I(&B!@-'606JR`^ M='9X."`*T@/-^ZIK^U3<"[G<;7:>.J!W+1[A0E;#F7%P$)4:>L%^<(A*]4#? M7NI&S-00PE0V%(N.EY>,56+&L'I=,>*+?WD[J?C?!*',?U8>R.^#KZ*O@1^+ M?HOO])A="ER%&%'G'FC-VGQ:$]1A:9P^1!&'OGES]!&U\X%&[;PC\-"56?XA M+/T4L%;;_Z#\ZF_C&"/:/'2R48SK3DX/!T0%?J!;@4<[@_/EVC&P(2(ZM++% M1!"E\H%&J;P%#.E@8\G9^I)52E085KQWXM=V%ZSC[^(Q6(RGPORN&&Q5\*"> M$*+8/=`M=A_L6(;,+XY`A(NW?>-9Q$I6*1%B6-H^FA"BJCW0J&HWAB,KS++2 M-LX!HT]#" MMK(P).K10XUZ=!,,\O>M&1N&B*@,K=PE#^(KBRS#&(1`KM;34=1)%T MJ.L2OK9@R'?.RFQ8?$55R6HE;HP*J:^L?2]C$U7($%74H385%>M$W9I$%3`/ M`Z*?0AN;7(Z\Y//R^0^WT4>L!N8(@" MZE#7!78-6,%6*$4QXW`@8BJT=J=P1&*EME+64DI![>/OB*BFCK2IJ7@W2E`4 M[R>*B#5/NR-$3X5V-H1$LHP_M,]R1%141YH5U+`8*+*VS&6(.HIM+]A:CZ[T=+QI+E^ M=>)=Z,8O=\LGOMIY7(4^#PDD8Z+$.FXEL9YBE&G:X0RW[%VIMZV3+.%B&>QN M=AN5SCZ[5SO)6^\'_ONE3/+KJ9-[P99+9=]_9!YW(LZZU.1&R-Q M:%VF*EBQ,!LC&C/T@`W@?!6C\/UW[CWS7T69IZH@Q)@H.H^[$)T/]ZXTN(R- M,X+HS=#,?6*$*$"/-0O0S?$X,-#(:BRIQY**QEE"5&KH#AM8NG]RPSHQ=K M\>,\I$:.B1KUV(1&O=^S#*#[)QYR1[YEG!!$K(:&[@LA1+UZW+%>C<-1-[HH M9BQ2K<>(:@V]8!B?"EHF1#5ZTDZ-;IO>$.E(/GS(HJ9=/T$47VA22UU/5'(G M72JY]>."<0P0O16:MTL,PFT0.C'_&/BK.[Z4@K7+H]KM5A.BT#K1*[36=*A@ M(RW$'D0IX\^P$T1LA4:V'`JBRCK1IK*VXD&68D4Q:S;C31!9%9J\2T2B^'K] M2Q"LHKO`6UVZ(5_&OPH+AJ[C5\<_/1CR_WHX,UE$Z)R.=&K7.)]*:.0[$#C:0GC-"":)32QO3005_)C\HA@U;@P111):&#[ M&""*D5-M8B3N?C@.&'<\HD%"JW;H>)4U[K.SE#=YOM2IKHP!H`.Y M\Y.$>-E;EIP#GR)Z([2M*0!JT\Y,B3+C5)?,B'2A$@)+TLU,$4T1VK=##':A MO#7S+G9B+F\H%Y_DW3L_TF'S(_?YVJU:)4Z)TN)4J[38I&/YF1A9RC@:B)8( M3=P3-(B2XE27I-B&BK0P4Z75:D*55Y=@IS78N[2.\;QW4T1BA%[HG)[DXB9@ M8ADH=OV=ZS]>)T?*`O_0,^F4J$=.M>J11_?V%6S&[\*>(KHE-'V?.2**G%-= M(N>I$,HN2T.'J3-6M,2*IBR22::(D`I]UCF`GX.0NX]^XPF0J*=.M>JI]5W* M>$K?-PX$HJ5"\UH/!%%2G>J25)NQD(TM:3E+UT"(P@KMWCTI?"7&V<9KYQE1 M<)UI34%0WZ5\Z$C>-PW$#)%;H7FM!X*HOLYTJ:_-6,B'CJ2E2;QOQT.29QC@F MB*8+K=XE)E$LC!7>F5\FM[$Y&R2V/'==CR[0D"\M% MC>.!Z+K0X%;C051S9]K4W(-D9$787AEKMIC/$-466KL[-B[=*`[=AUW,5Y^< MT'?]QZJX\(PHQ\Z:R;&+A`F?/SKB.]4-&N4B?Z_I3T;&%QY%?V&E`HRG)5@< ML)W_S"/Y8O3DA/S]@Q.)OYWO3K@2;S\Y,=LZ8>PNW:T,#;A^7MM0:@,SR=;`$#D4VC:#@'@#V*-)^RTDU_ODD?+T-W*@?AZ_5`5)%!E%+G;724EN0T:)K.3*B#BLJG;%2-;F;.:O(;M7)*%G5 M.%&(_@I=TB^BB&+LK)48VW*]>QQ6>Q0]9Q0EYRVMH`C19J$;3%'TY<#%Y'.B M)CO7JX1'927DFS1M&77(F78'P)'./Q_SDBKT++V@L!45N=M])6CQTDH/_!DXHL MPI(RQI%`)%5H9U-(J)7YW3;DSNK:+R_9JR[\G1/UU;DF?;5IMRJ122[V3.HP M\6BR]W1K'")$>X6>Z`]$1$%VKG-_;%N2SK=;SUTJ5#9.^.CZ[)T3,<>:6\;G MB,P*'=`M.Y=NM/2":!?R`SM@YT2E=:Y+:44[L3>X%&\;)P#16:%A38T>%TX8 MOKC^8_W*A*BKSG7N4:WKCU5)!N>(/`HM:S<(1#ETWDX.;;=OJ`D(OX1!%+'L M/5L6J8CB"2UM-1@+HNRY:"5['KLPQ9G85S?.F&+$-!,+1/R$1C:U;CATN]2" M*'XN6HF?1TP82%FR1B090Y%YW(G$4W*C4K M6<2:=!$+1.B$EC8%Q6^^LPG"V/T77\E1M6XA250X%\T43NINP4.]RZ`IO<6R M]XRC@LB9T.P]0(6H8RY:Z9C'#B0U<(`1Q4I:$`$36MX4+5>^6-OS*)::L,J^ ML;I)A%_GL2H6OR"*FHM6HB9)S*KK70915D;MX#(."Z)U0GOW"1:B\KGH9$=I M$T[`8).#(VN=);EK5JRH:)PE1"Z%[C#%DK"3&ZSK(*+*TA7LGJ&,:G9+$<'\0+-LQ@YZG=/_FK*GIH*JRJW^WD5>I3E08# MSCWP_9F,G<=,5)?;%I.VC!,%!5S$,STABB;GJOH&ULX(5G_=._C@Q(PGS&SM M8`9JO(CM;6#F]7)3OG8K_,1_=7UWL]M4@433@E5]L^OJUQT]>IV=C%JJJ3.6 M-F:'$^6,\X+5*P1N_>$%YI8K>KK M'&<:$9(/-#*#5ZFXU(@2=BRYJ:5DKA(Z1@7JW,SG4<3C*,W:[#]^":)([7U< M!Z'*3'.W>_@'7\;W@;"E&];<+C[Z0!.N57WMRYWC>ER6`H)=Q"*5O=_G,0NR M9I@GMPLORPT9IP[JVXB3>D[=@*A[#[3IWJ<`;F^(2]HY8WE+[$N^13UKZXRE MKY4/C9T-S=PY%FFFZ5)WN2U8H,6"!Z-N0 M`:+,.]`L\U:XOVI4$$6,\X`HN=#*W?-PLKL,1P.BC#OH0L8EW&B8-6&<)$2= MA;;O,TE#HC0[U"S-G@"B?M^+6;)PP2#TFO'9[1!G1&EVV(4T6]$EVY^,AHA6 M"^UM/2%$O7:H6:]M!T=Y/6338((HM]#P)K9A"6-=.%M7/(#(\[+IYH!S?W4= M/_$PT<`;YRD9#8F:[K`+3??8/F,IG5<9?>M\:%I:,30A4C!T3O]Y(XK$0\TB M,16UTG9!-:B5FLHW\IPQQU\QU5X:L]I/N:..9]B3>*=D\Q*:-JC,R4W+[:(4 M0Z+D/.Q$1FYS$&N("-/0 M#=9(!U7@$`7JH=[L&K5=`MBX"2Y6[*\9(IHU-+;U>!"UZZ%F[;HI&58/)(B: M#>UN/2E$Q7JH-]5P(UR2.\IMT::'B#8-K6SJT2HY/G1`\AD1Q>>1WMO5JOL# M!A`K'K9'B%(,36PW$429>*0MQT4+&+*'Y/0*>WO4OQ$B%$.+FP6D"@RB.CS2 MFZH"]@,?(J16%SF>^?7G"!&"H8WM1($H[HZT)9MH0,'^V&"<`D2>A>;MG@*U MU_W<7WT1']5RO^Z(*,6.]*:":-Z_O4,AQD%!Q%)HZ7Z!0I1,1]HN7VO/2#Z\ M)(=$I!"OJEG]8#M"%%;H%(-'C$K'E:NW[XV(TNJHW?5KQSW85G2IO)4SCR#& M@A4GB=^\\XKBYG%!!%5H?.MQ(0JJ(VUWL#4B!3V99L&6SQ$BIT)36P/'5]&C M^C4N45@=Z;VBK6'G:A7X,WDVWS@WB+@*;=\C;H@RZZB5S'JRX:4&F5<#C?B? MO*QQ>!`%%CK`&GCJGZK'1"UVW(466]\S^X>;,:+00L/WA1BB5CO6K-6VA`4, M-)9H-&-$M(6F[YZ96_[,_1T_P`A1MAUW(=ON]P2`$29O&Y=LQXAD"^UK*PA$ MT7:L6;0]P$#ZMCV#`B+<0A,;G$CV0^I54!"UVG$76FU%EZJ&">-D($HMM+/U M9!#%V;%F<;8I%.5%Q:O=1L9!0>17:':#H-0E4Q@35==QIZHKGDZA$%J-HX!( MJ]#"MJ)`5%3'72FJ.`7E$<**C!IC1$J%-C8(@_@C>RV-:9636)_[JS3`%=T] M.2&75\KLI<26$?@JE(BJZ[A3U?4$=BABS,'R]_T(,T4%1_IV_D7["V7[>>AGOSC[EC*G/26'>*R8_RCC1B&8,76TR MWZ\\P%?!Y(2H$4\ZU8A53S*TU#],.W^"R+_0IK8ZGRCW3KJ2>_?\CB=GM@(& M1->%-C8(PY7_++YG$+Y4`4'4=B==:+NP-\5-R^D+3'Q+'CX;?R"?(/HNM+'- M0!`UWHEFC;>:!724R$L9!P,1>Z&M#8)1O=UI0E1X)^T47J).@VUT*E2:L^0R MB35[=KQ=NO#TO."[S/9B'!%$]86VMQ,1HM0[Z4KJ;;`-3M+QUYR. M:/8^/$9_VFR]X(7OO5W%%5$BGK23B+L2-[-%P)HBX#'WSUN`CBM*3 MKD3ITW)'TFVR3]@K8YQ>1`V'SK6*WMOD<282SCM?+L.=XT7JOWQ5V@A5Q2U1 M`9\85L`;]3W#-GV'<4MNH)L@:C=TR-MAC:AP3\PIW*TP:S$Z9NVJD3%K^8QE MH)8:-\XJHF-#AUIY;UV:/:J"RBE1XYYVJW$?ZB7ADCI+$K%-$=$<.JF/I!$% M]6EG@OH?`#)$C(?^L7[JS00'8=7+8/<0KW>>>$_>T5$U"4^)(OZT4Q&?;(6, MU+V)-E?QC,^J4R0$`#WT%C$DA@ZF784.3D;@"5:%V:K5W>O?.S?YKNQITA0`_J@5P018QW3KF(=A^%IO=8S M3A,2!('^,#NW7HA_NW$CDHC1C6G7T0VD:WE>34'04KUMV?B#1"Z@W7M###$D M,>TP)%$#2^6Z*:ECV9B#1`^@'VQ?SXN7XG"WC'>A&-DOGISPL5+3G1+C!U/[ MX@=8[U]'$,)R&>/0(6$$Z)>W!!TQD#"U*I!0QQO]H7&O=98V;YQ8))@`G6J0 MV'Q/3_[,78'BC!@]F#6+'BP2%'W^Z,1\53<"EHM4@PG[EQ'W5_OVNLV0@`"T M>R]H(48`9EU%`*KY0$P.)C&<$77V64#!`PV%B6YG*&".?0^*9Y^24(5M]=SQ-/TE=^+%SD/G@\.^ZU M_^\JH(B2^JR9I*YE#=6B]\7YQ^QU\\LE1&B'WG@#A!$E^)E^"9[&5/685M1( MGQ*-,X=(\]`_IIFK`HDHL\^:R>S[0]7]H=.5H-P!P-"SEIX]>YQGB)`.+6\K M(D11?*9?%#^T5_[UHL@X#XA,#H@84>F>:[_7L25= M^4"UA]F7`K.+$F#V/,O-$1D<^L86OCPGBMRURQOP1=2_Y]U<#]FPDX>&,)L& M+$3IAL[H(5!$B7NN_9+)EBP='K#RRC:)3W-$TH:^Z9*O;:Q.DZUUNW-6(O@QM:<;5CR' MI%Q>+1FV8;#:+:U@!A%WH1>Z9"9TGX6AGOF5+_=?RB]YR6/']4R ME"CTSO7NIS[4JPRCSZ[O^`(C>2%Q5M*XO#M'Y%UH[SY`0I1ZY]JDWJ9\%"5+ M@+"D+/N6E?Z_C1.#",#0^&:)B;X&PLB1^^C+6,QY]!]\]>CZCZ4"OSBN+X_G M5:=D7!`%X85>09C8Z0RZFY"_EQ$GF=7S4;S-WLDCL#\Q,;VMDZP4J4J\?&$" M#H6@\4%K@0C$T%UO`$&B8+S0)AB?B#YTR(O$,DJ.>UE;S(E8VEJYU!G[1?$J MF_S)BM#8`M&5H0M-8/GQY:L3[T)^_L.M"I4NB.+QHI5X?`QKY4Y`@,[8PPM+ M"HC)4A0Q/E$N$%486MD$#E^=#;\,-N+G4P4#4?A=:!-^81T=$B.=)2O.>]L*LHDJ=;B\KL+A9/_C:ZY`\-UJ* M!Q\*(JOA"ERI^&KB*9N1PMQ=T3UM2]]&]NJ\N:\ZN$0]1TZ'W M+.3QH>RA`R+J@JBT+UHI[1IP1#MK_5"':/#0$YVB%8?NPTY9V'U\BJ-?^>:A M\DZ\!5%Y7[12WMO/DFA?2B-4_CYS'D/.K0C++!"1'=K95B3&'VC:N:JO:1QI M3D-2@'U+BIB>@$HVR9%`[-PE$L_NBONK`W/*^`--Q%;U-0X/KSI1D)"^8=SM M4%1&3&JAVVEZLJJO9P@XY'%[8JTE(Y2<;U)"SFPDED^;P%<+J@LG>JIB@"8C MJ_H-&*`>)J[H%`3CW;]]^'FP.&/R/_,SM?]'_CF=L"T/Y7UCHCJ+Y#J4.3*" MM50S!QL-SI@TJ/K?85)/_"5>%;W?\J74K+V7GXS#!G5JQ(/VPD:3HE5]K0/. M(;S4O6"2(%5$)E>)GHPS`15FQ-#=,?%I%P9;7K_VI`G'JKZV]4;Y^V<`)*\9 M]S14=!%3VN5IFCRKZNOXQ5<[V9Z'":BN(N;LT-M.Z+O^8W3#0Z7C'-!-QQ]H MNJFJK^]'7M69\I&V7>QD8:"L?+J7A8EZ[*,3N+A%)DXGAR7Q^K9+I M2N@8%$);HT/3.%5]+:/&(6IR3"0?JHA-`GG)+B4N#*J8K^UY$WCN\N4@'30Q M4]7O;&!YU24`2FD\L6H$@>(F8G?;21D0-80T9-UU6@$`70@4X!%.U(QHCZ!WOG^FP5>)X31DKG4`*'<;5B@.BB MT-*6$D'41@>MM-%G'CX$]4RD1=I0P;/Q`TA?EO*"2*G0#Y;R0M11!YJVX]9B M@DTPJH!Q$A"=$UK8'`GI0U\5"T29"AW1(3/K M-5_&U^M//Y9/PBW\UHGYM2^#U.?^2O[GTS]W[K/CR>V3%X$\T;(3QDXOPPW\ MBG.GXP%1L_CD"CK#G7)NB=',6N)R:8D>A<9>NJ/4GMR9TK6(BN:-$WD$!&% MH?NZ)E)E19"WW=P[/Z1E;[GLBNLE^:/$BW<\CI,>1)>B6!17ZCY#HG(\U)3_ MX?B.[E.8Y'U0-P/)5.>*P_U6DHL]BX;$,C]MZ4Q.W_*(KG$*$2$:.J[/%!+5 MZJ'.M,)T%+_R.!O3Q.@F5X;J"@8G3DX"B!F:+[GX@!63?F=7MW?,V ML4T8-*Y"#!%U&_K-+@@O>9HH+_K/G>.II+LW>?*\(: MJ&S8_5P?2[%E18)!YB2E7M@J:\LN*!&A';KM34%)%.>'FO8@:^"Q^0R>-WS& M\I99T31+VWZQ9T9'`@'0LW9Q*UZ\"+F8EJ+/R1-F%:'$,,%0Z^[H8SJ:I]=, MGZSEY+U,2M@U&B*!`NB-GE)%#",,=841*$"U>T9)VCAC:2/V#&9(/`*ZRS1V M;00:8H1BV"Y"<>B^-U7@`'!U>HRZ*,ZN@0H)5D"C]XD88OABJ#-_])L@!@E5 M0*/WB1AB4&*H*9ET>UB:3V*VS%=(F`&ZPT:6T-7%@*7 M4ITD=B8#%K)XZ?7T^A[V[H'[?.V:'R!'2*0"NO[-0$T,6XPZ#5L@\BG@< M_=7Q=LGBVO."[XX/6,I[38PPC'2FXCZQ"?+MR\GV/#'?$W7K+HL%[!6N8'%,C+", MNX^PM.IV60W$`R0V#7QC)!`"/?0FN",&0<8&SVXT1*[Y<.C$+&V1%9R^JF3- MV#A&8B/0FW8Q6FQBN^61F'6655F2Q\2HR-AT5`3VM%C_)?]6RO.*/W,OV*J5 MGXV[0<=(,`3ZIJ^0$<,@8X-AD&J^CML/FK5BS_"&!#Z@P^PB[VO@IT=<'CS^ M*=G=<;79.FXHNR3/;%4^BXR)P9"QZ6!(D[YGB/X2!*OOKN\00RMA@"*4-=LU'QKU66=KL&2L:9DG+]HR62+0%NM5^8HO+&LLWW\F+ M\ZK8)09.&>1O).#!R6RG<^QZWA5#!,C,V/3D9E#_7Y]3%-)DZM2`;O&4B1``UWT-L@C!FO&!H,U M3:%K/EYF>+XN5V[5GO$1B>)`=W9(:;I:2J]E_N(Z#\*R,FO`Q2Z4QJM`<$*, MT4RTQF@.=2J#['RY#'=B/MTZ+^)S/!:F-YPOY>W4IE&9(($7:/8>H$(,JTQT MA56:4I(5?)_A42IZQM+"QFE!0B#0\MW3:],'@67Y08!GCPII M.%D>P%-F$B^L@W"C2AGG%(FB0"^^.4Z)X96)KO"*'D2S9EG:;N7#ZQDK&I>' MH8KF6=*^>KJ-V#?Y$4Q]AO&#>!,D&@/]:X!@.2Y<*[FK]@[."3&\,M$:7JGJ MS-[HQY)WV(UHS3@.2(`$FMAB'(@1CXFNB,U3I`H!#2U(2SJ M@2"&$29:PPBP&SD/=S9 M/VJKVC;-[131Z:$WWRRW1'5_JEG=UX3LJ16N,U;Z*)9\EG&PD9`"=+=E8!?3 MYRU/K"FGT4_I]J_K=4E.J!)KI\2@PM1X4*&-$3*BK\":-5DJ5&RCDR8=A*G M.+4Q#JV)S]C.#XLU1/DMX\`BD1#HQ#<,+#&2,M4=2='%:HMQ./\8EGS.&=S+ M+,K$[(7'I:6R<;*18`[T]AL@.WDD^1R$Z4NRW*`*=V*<:-I)G*@3"Q$&;?:= MRT4S7[UWGGGH/&:JAER.A,5'&/\%(($M",`?[1=`C)E-=)N];!P!)+PLM M`L1XV51[O`SU?FG`2=^W9@_`%(EE02MWR,,_=V[\CF[%YZ/G*45DLT,"05!JW;M=CFW!K[X?I?!QG&K+@2<$0,Y,UV!'*P/ M^1"@WF3YN^Q;\K[Q`6"&Q$Z@A3LD(0R#\"((0Y[\4L[]E4IXF*RH2DFS;WE^ M;.#C2^D?:4$_C8.=_W"K9.@9,7PR:Q4^:0&2!A/D!\F*VFIUJCZ+E3Z,?9/% MS6.)A$:@OSK$,HK=C3#O]?JSXX8RS3#/_[ATHZ471+NP?O$R(T8]9EIO%6_1 MO_RXM2B@TH<;7]7.D`@$-'>_:"$&%6:ZKOL^`I2LCI2*%#2J-/N5.[*L.OAE MRWIXAH0&H"LZ).G'DD?1_E8[7"9);QCS'P_>)#\CRO^S9O(_=2LLI>:J1 M\EZ!J+Q9P%&BCG'F$-$>^JCGS!$U^)FN6[Q/2!G8O%JM*^:-L:(UXQ@BRCET MFXT8?G9]QU\VPI`HA,_:7?#=<@U&Z7"_1CQ$B(:NZ3EJ1+EZUDJNUC'B'::L MQ8B7-V;3B(>(X=!MW6'XV9'9@N*7"[&(%I:J?SX@2N&S5E)XRY$,[4CQV+A, M6/JN-0]_P!)UOZISBG*B4SS4IY2?K]YZD M"=2I2*;:3^NH\P3E1M@WU8)Y)A'%'/K-R."5__D?KGCL#9=/+U_D%1IUXQ=1 M*Y]K.B'0K%.0IC.6E[)E"$,D*#;-HXF(@"#SWX-L`D"O%S M3?OP3\YD.@:FE[3^6F*R9EY5C::S*Y/M,M6P^9$3D>NA)_NU^#NPX6I.5._G M.G?0G[+_-=1*/DL-[U$,N34.*2+F0R^^+4B)VOY[.));'.2>JIK;.>=$X7^N M$`,""YV9AS29(J.TO,C.Y34G+BV(7HMM2E<[8X_B(Y@G/D.FW50?(OY@//T8 MXT`C\0/HYC<+-#'@L-`=<-##\M'/D1\3I.4GL7?RLWYB5R6HL\^SZ,%R@00\ MH-?-SO5YG+OV`-R"&,]8:#H:T*!'!V;Z206Q(#%HE7`X@1/(*>W3$:P2D.AIO2( M!2%[YZF[I7]B[\(T:=N?92:5Y,_]L3&;\+,8G7'"D7@&=/0?A7!BI&.AZ9Q" MMW!7#<_?Q2>R\D>FF@^XZA(L%-0G'UXO&/\M(&$3B(2]BV`L=O#EP)5?"V+< M9-$J;O+,PX>@?EA/BYPT@/+E].=)P+)((" M??S&&";&7!:=Q%Q.R:\H\7Z=4YBL)/YB'#TD$@-=\\;0(\9N%KIC-WI&S1/% MG;_8?:OPZ.;E_Y,/'-BVH+AWCR@19:4O6;0YPDCA0S9QC7C:*E M8N1U<*U12BW*\ M$;>_4;QIP3%5ORW>G_S:G`=YH?ZAS?V535S#0!SB[S?*-2T,I^K;I%8T0IDH M3D2(.I%_4-*N<:1A*`YQM?U(-Q*?KN,G'LJSXB%_XG[D/O/D@A=9J@I[6K!. MU>^G#%UGK'UENE"?4Y&Z'',.9#,JNW?>3GH5I''T890.]T)8!TK:3HYN\8IP3&P1!;]X82 M6H1+U>]JTJP!I'I[['X^`CMVR):L5F+(ACA4V7;P%'_=UJO)!UJ<2=7OC*2J MOB$S5"D[@1W[KDJ6*M%C3RBI"*#`<]#UI[XG'V@!(U6_JUAEDVXVSCY@7[*! MDBU+E-D0\R%3-B!&=`;:,H/1`,.2\R#I>"Q*&%`R90$9=(\!R*[7^3Z6*U\\ MO>R4/6\"SUV^5&%%C*0,6D52CAV\ZCJ6TY1OGG"+(L9108(9T.0]0848G!CH M#DXTHJ08S&M#!F8RH]@\Z4?NQ#EDN M!0T0K1T:VW(XB'KX0+<>WI"+4C&Q@K%H`$%$9&AS>W?TJ94D"$+L:_\'1.@! M480>='+H18,]2L?U2^_*>3#;3>(46P!+&T2,,XM(W-");YM9HBX^T'V,12.N MU#.M,%CX*E9HSZ'6DI]*J-N@TU=F#FSBT0O'6^Z\)#X<>-[G()2W5E2A3A3W M!SJO]-!IC^J3+'4G5P[3K1HQ#C82/(">?MM@$V,-`]VQADZ8/I`UM.F8?<9* M'\B^R8]DZ6>:'\214`=T?M]8/_CD1@R##(R$08XS04V(9.F)/]RU*W/(1,Q+ M%];[6[.-`XI$2:#[WAJ@0V($9=AU!.4$;)YRR+4P$C-$(C'0S<8R1:K'ZE'M M5I8A,?XR["3^`KL#1\#R492([=1%0)'[Z(NQ<.GX,=N5^7*3/9OO4N'!^-[* M(1*G@:ZQ&B1B=&:H.SIS@*%TI,IRCF:*E"V;GX9(X`6:W``@=+VEU4/,D!B\ M&782O-%E%.01O6F&B5ZLZ=#HDAL6&KD)B!=`%5]CC5<>KTX=^Z)`%#)'0&G?WV>":& MRX:MPF4=YP?HB&6[L@(,D<`8]/+;`YD8#!MV>-+E%.QJ.O5I1QJ`(1(#@PXV M*S(,ZD4&8@AKV.%5..7N-%.K_KD+8K&HW8;NDLOS]JV$B1EY&NB_8.<`1.MH, MK1EM1DA$!9J\EPOV&\'$DQ/QZ,[Q>'0513OYA!3=\3A..E^5[&5$C-&,.KEE MIPL#92277K(D?7[)R"5P;8CTF`27&/49Z;Y-ITMFM64FRK_"&7NGOL5/8GC/ MOHA\K?@NYN=_)$8$*>G;KR0/P57?J5#U"R'&BD:M8D5&AO8&QLE^(A=/X@O) M1>O>)6KK=%E;I#GW;`EYCI"X#W3I'PAG8D!HI#M15U%69%Z4QT32JP+S:`@X3,H`=L`"?Z M):R^TF!,C'*-M4:Y#O0IHT;]@RV=,'Q1U]UM@ITO:%GQ=8*3IW!R"YSL"%Z- MD>`5](?]"!'C36-=\::&]-2..6)AHPH;9P4)X4##6\'*^28(8_=?:EWXZ<>6 M^Q'_;^Z$GT79*H*(\9BQUGC,43W-X!+FFQMG!XF70)/WE1UB\&.L*_A!PN;0 MF%1N@J5MG#'9"I/-&"<.B45`1]E,W+WX^$KDB!&%L:[\;L?U\@3,J7:,0X>$ M#J"K>@L=,0`PUIIIC4:>,.#4.#V(C`YM;@4]GW?Q+N2(80_DI1P3Y?.QKIQF MA*XV';R^2OD`'\$^NY$\(J(&LE^=6"KL+Q9EF1PC4COT9+_!)$KL8ZW9R$Y` MY^4!)>*,K5534KHH".5)8VR5IZ*A;6V'@:BY3[K7W$L<-)`*C%."Z.?0Z%90\JOSCR"\ MD'FTOSH;7GM_[X2HFT^ZU\VQWC7E2-5EJC*3M:VYW7>"".70-U;0]?&E\,#Y M#[=J"\*$*(Y/=.V.;]ZS9E2QAY<]KK[)JN:!0K1SZ!(K@,+$NK5X6#D099X0 MI?.)YIWGQW8W7QL]\9`[\AWC+"%R-[1^KUDBJMT3?1O*J1@=%T)6W-FS>6&" MB-S09[82^)7_B.^_<^^9_QKX\5/5C#DE"MY3,[O*F_2X%%4>FV9IBJC7T/1] M9XFH9$\-*-G-,3IN3).ML:0YEK1G'$5$Y8:>LQ5%-=,(A*H0)*K?4T/J=TU/ M2\/8S#@[B`8.3=Y7=HC:^+3[_>L-L*'L(!7-&"<.$BUS@G\]&.I4A9>B.=JNHT33TNQ95J,K7CH/COR MV@/SZ@(BVT/36XX*49B?ZA+FVU"2E6)9,6N2C$\171V:O$-$=J%8>,H-_/[J ML_M#_A75\C$C:N8S77=25W8DAR,KH6:?K(PU9,P0E1P:VV8RB`KX3.O%T`?Q MN%ZOW25GZSU*DO2__)\[=RO[:)P11+Z&9N^.D2P;[;4O$P1>KV_"8,O#^.5& M>"/^E%FMBA>B7#UK)E<3CYLTZV)^DYW,P2*>T%=NM`TBQY,II+=I#064/2@A M:C;T2%]0(JK7,TWJ=3MXRLF5!4.7BB%7*3X"HZPN4Y79)VM`0D1JZ`]S(%WY MXLD@KDLK.R-*T3.=4G1-=\H'`D+N>.Z_^(H]2H@$,6Y1SC@AB!@-;6XU(43) M>:9)(=X<)^'CB>SAJXVKN_*4\Q27DA5]RI$ MB!+Q3*=$?*!+.2M),;50N4<.MIR-YE;OZV<100M19:V%84B.KLO-5FXA;322,*SEAI M=/AB0>KB.2*W0A-WSX*8EE]O5GO][V1+1A4F1.5UWDIY/7+$:-Q),)C(=37FB/H*?=)#KHB:[+R5)MM^^*$AA6SP1%ZR=T_4'%%T MH<>ZIZX*)J)\.V\EWQXY2+T&Q;B/$5D6&M(>'Q/UUWDK_77+0S=8??)KGVGR M0@=]?<8>'$_>JRJVL1#XC""HUN#P]$$77>3D1ME['+VI$?446A(>WQ,5'XG.L2 M/FUU+R)<0AMV[][2>8#SU3]V]1'Y!5'`7.A,W5#?HZHM[::Y6"#*)32S[5P0 M%,JST+1&.$EK528RQ46R7:UDJ. M"Z+DN-"Z#938Y_XIVPM$8X0NZC]U1&URH6MKJ0[@FNG>KX&T60E?("HI=&GW ME%[FU^4<.H&^(`JG"ZT;5ZN[8]MC]0)12J%MK2:!*)XN=&U/;0X!*\JP;S8- M$XAL"LUM:BL(7Y5NI6FT.V1!U%47S735D^X?J^DE=D-4L8^(":`B\]D%%H@L M"_W0(X:(NNU"LV[;F)K7FX[DBJ5,DF5;D1:(_@M]T3U'=;N;IQ]H>J^JKWV5 M\FHOLQT+DU+7P9^"2L?3:U#`=8? M&(!+"QF'`NJ8B)7MAH(F7:KZ.L>$)CQ(C3(IQ9)B[,:&'>8EVY3P,"A/%NJM MS*]4%?E6UVY_^K'T=BMAROH=R],!4]L3.]U M+5FP@`QZI=^0$174@28%]?1\U6\A42VQ=WE;+&OL)^,0(B(M])H=$#:FCBC6 M#G2*M:TZB+"V?')"X_OT2R8J86-0ICT)-D2Y=M!,KB7N)Z#R(\8JMQBK'!NV M698L5Z+)H'1[$IJ(HNZ@E:C[S,.'H'X82HN<>"`RSPXB[T+;]XP=HO`[T"3\ MGF#L`>LD.U=%B%X,G6('5)^+M6H53D0E>:!326[8M;[,9(BX#,W?&W"(LO.@ ME>Q\XCFL'AY;9B]$G(96[PTO1)UZT$JG/LV\=7",09[L/Y>>ZHT3A"C9T`]F M"/H2^(_J]$QBN/O@(T\NE."KZW450T19>]!,UC[A4UAM+XN[57_P53))Y1>S MF!]]$)D;VK\_[`R)FO90T[U@K6G9'X%DE;UCD2P.V`-G63U1QC1)0T3+AMZP M@J3_X-[JVQ`DQB!/$I2$,>QXTAHB"C0T?H?0^,M@P^79FL_B>\H[/UU_ MY_J/UUL>)O<+?U2;HI)R]\X/'OWJ^D'HQB]BA>>H>HFR+6O)B[/P0K_A\[<9_ M,4XVHH9#G_XAR29JZD--"7DM@#JY7$N"Q(K/9\47R'A/FF5)N^4;N&2\6C6E MOMX9^_1#?$X0KES?"5^2)#!G[*N@5]YF''B>;#[[\NQ;]K6,[_0=(N$`B$W7 M/YZ[6#Q"RN]W"'"B\#_4)?SCO<@/`EQ_O;O^M85J)`0"_?J'HIH8 M1AGJ"J,8&Y+-+F^-_T*0$`]DQ-B:]HO\))E+]H=;230QJ#/4=%:AIB>O",S+ ML*R0>.@1Q[)*SC4F&(:A!$2 M@H&FM7H>3;.15W%"C,N,=%X,>'QO7Z5B-XX1$HR!EN\S1L0(S4C3I8)T@MHN MEO971+;PA\1UH,NLYN]2_!'%[K(*0&)\9F19?";K;H9A]F_C)"%Q%&C[7I-$ MC(>,[(F'O(:(-I99@R`2C8!.,[HX/Y"0=SHBAB1&.N\MK.N/E6MT)`8!#6PW M#\2@P:A5T(#TM%:#@J4YFDO6*0%B7.('`HD87QVW MJNF["B&B`C[2F?"&U.&,LT\_ECR*RON.Y+ZZ8.FJT,UW-WYBD:S&@J2><>H0 M#1IZJ>?4$57JD5:5F@A<:>Y+FV%Y.RQK2&XL3YHZ8UEC3+7&KBWA$)&[H=], M<)A$4S\F/V;LF>>`##XFRN!CK0EYVG?S%7BEB#-[EPYY/QG?:SE&1'/HB%[B M1%3+Q[I.,9!)4D-81E):_:>S"GG`GIV)8T18ATXRCEH53D35?*SU7`/>E>H1 MR#@+B,@-+6PM"T0!>]Q.P#YFWV"?6$!D:FAA:UD@2M!CK1+T(0S0J<0X$(AH M#,UL+1!$O7C<2B\^)F=$/1DW02RZX3H>^[R+I3PH&4G+&"<#D8^AO0V0<B0'+(\*^.MTLV6(DGS^^.#Q#(.TH4F<=:,]:0 M>[U_@8*\/^$Y*\.A8X[1>\M5NJ9Y,_W/G>.[: MY:N;,$A?.Y<^!UGQPS!L^8WG+K&B:I6V_6#,F(EHY]*4!.'ETX[A52<0F M1!U\THD.GG0A7\@YT1/;BA?8.@A+9ZS,[SB9(`(WM+!U#!#%ZXEN\7K?_>4M M1DR^8=SKB-8,;6I\6KH)W2#\;^Z$);M6$4'4GR>=Z,^'NYC+>*M8 MWSR[D5K>6'-'U@31IZ$'>L4/4;.>:+J+\PATFB]85"M,-O-J?ZP=ZY,)HGQ# M/QFG[&O@I\\;#QY/1<.[)R?D'YV(KRZ"C7PE>30/HBI9=$+4R2@C!>.YZ7[-KFV3:2\G8FQG_P<.E&%JR/$+$=^NJ-,$B4YB=:L\N<"+_F MH^->^UD8Z(RICWC_(#^#E3^$R4^Q9NA$(@'0O59B6^05E&<[JB=L8@A@8B`$ MT*2[X$K$XI)4XU`ABC]T0Z^A(DK]DVZE_C8\D<>]4K[/I&5KQCI$VH>.-(YE M15SY//[,5SQT/'FD8">^TDM17WBG"E2BTC_I9`/\*0R0'W]/"I43%)6>C&.Q M?$QKLU#4,LXDHOM#G[TQ)HEA@$FW80`:CDV'4XEFAF[>XNLZUHRD2$``>M4` MM3>!YRY?#AT]G!(C`]-.(@.O^F+C,=0I$A2`QK67`V)T8*H[.G`0@3.6%&'? MTO]:=`1UBL0.H,6-3VWJA.:YOY+G,[W#^N^4&#^8&H@?5'4Q5]KD^TF8\8SY M7.7I7Z=ST8,=.Q:G2"`!NJ)W,!&#"=-N@PF'.&K^Z)@0Y_@K=2S:LS*J,$6B M"M!AQI&[CI]X>)Y'_"I1(\8-I@;B!J^[EG&F7C>.!R+X0R/W!@^BI#_M5M*O M(J/Y"*1:8*4FK!EV$$4>>LH494YJ?Z,[FWY.VK6)"G!Y']1R6I*U'3B>/0?=@)[$*^ MY.I"+14G5\FF?;&FNN7/W-]Q06#X["[%:FNWLF`=CVCPT&7&D4MS6.XI>I>N M^.&'R9FN*OB(:OO4@-I^J*NOTLHJU9RM2@6,(X5(Z-`1O46**)9/NQ7+F]+4 M?!+-N'M=KMRJ-1,JHHM#!QI'4;QP$7(Q&T2W/.*B?T\5\,V(0OFLF5"NYYP0 M[&6Q9S;YMQ(@5F*:](*MBEU-PVBW]DT;. M6-:*+:/4#!'FH8MZA!=1DI\9D.1K!J?_C[/9_G\O2P09YP71WJ'-+>*E/F__ MC"BZSYJ)[KHG-?S6!_5H:,LTA@CHT/C]X8:HH,]T9ZAI2,IQDUC:B#5S&**^ M0P=URE;(G8A?\N2_5_[YZ>/1P0YFA&7O MI,J4?$O%E8U#@TCKT/K]@(:HJ,_T*>J-,WRDPO&R3UXW3@6C:T-(]H(.H7L_T71?:#(Q#`\J- M);P@@C6TO6%>PIU8`;C.@U@-UF1TF1'5Z5DK=?H4`\JK?I7&%/E.ELLS4M)@ MH/8(>$5IX^0@^C)T02_(F1.EY;F^RSH;0U,]WBB6OM@#SAQ1E*$'3(*3I8EK M0`Y139YKOK[S<,<`/T'(5FD%"=`J2YDGQ1R+AI\Y(AQ#;_2$(J)H/-=W>^<1 M`.T/0'G*19M&($1$ACZP@9UTWTP5-T3U>*[YTLWZ3N5)$3-"PN1U\W@@6C$T M=0_P((K$6Y,;JV\#S/@?A=R>LNE5@0=2` M%]UJP+5=/,!3N>Z_IU=Z&X<*T8JA2WH'%5$Y7G2F')^:)_9-UF=I`\8?Q!:( MM`R=TS%>\ILYWD6PV02^2BP=G:?GO^6.ION@R&=]X[S(PN=A*&64NIP?"Z+^ MO&B5\^.888S4ZWR_.Y8X/I*++!:I-HU?U+I`)&OHG+=`'%'77NC4M4\"6ZDE MEC25Y(&/6+DQ>5W+I>OMU"F,Y#R&S+E6SAB??@8K?XAQ3A'='+K4,DYOG#!V ME^Y6/7Y_#?QGL4+FJZ3DW]SXZ:LZM+[FKBI_Z3Z[*^ZO;MW'IVJ,B7K[0KO> MKM,HN4Z?X)V,JM^Y?(^OWCO//'0>>3JTGK%=VG;Y,3:I$JK6K!J'$34?^OH/ MP#I['\X[+BW\4'RE??KXN/9-EGLN1#C5./!!X@`5U2 MO^)KUW=C_D5F-;H27O`?Y14#B73Z\>57YQ]!>.$Y473^PZUDF!B!6&C+F]*J M=P616;7WGLKU5%0L0EFBO/FG)R0R`7UA#4V??BR]W4K\=K-K5'"<9A]H,0I5 MOSE.8@Y]".HG_;1(4ZY`/PNP*E_H-'"'*J^@254S527 M@_2E8@WU+J_,LMJFGTI+9BS1933<46O^8OWZ54P"E\'&<2LRJLP^T$(>JKX! MP+`>-E^GGS%5GZD&F&R!?4O:,+UV+]FS1)K1R$>['WK]YL;9!UJ\0]6W9O4% M-SQF]5G%X&:<+ACE0%S27[IHL0U5WX;9LAJL5K.F/3MK2Y8M@6!3N69%C9!&+O_4DJH?6,4C``@9N\!*C0%7]77,Q@U MI`19-GTN#4(6WWM6LEV)(:-Z^K[-Q4-VZ[F-)J:K^EW@5->U&K*^6B!X0MD< ML;I=T%3`,B!*Y8-VMVL&L>/53E.R0"MB#JA1EHE/`T0JAR[H!SE$>7S02AX_ M*LCRYNA!-'+HAG[00]3%!]IV]#>'!I^[8G?(=H#(U-#*UO)`E*('VJ3HIBADXT5:PC@.B)8,C6P.ATLW6GI! MM`OY@5O"9P.B;#S0*QL?[);=#SX#1!6&%N\%)T0!>*!-`#X>$5849M\LTE@& MB*0+[=\I-5QN<$YN5%!GOJLH(8JX@U8B;BM*7O>@1(5Z*[TO(KT[US@"B%0+ MC6LE`D1Q=J#WELC#'+CJ/>,`(#HK-*V5`!#EU$$K.?7('5PU&,@][NIP4I$D M.T&"O4OS9_]DQR,)(JI"V]M(R)"HH0[U;S=^`WP,$>D46KY[/M)["M(GN7-_ M]57TI?;Q=4A43H=Z-Q8?[!:88NRXVJ-DEQ(A9N718PDAJJ-#?>IH:SCLN,>C M9)(2'&854&6?3\D8>\D?"J$YVW4AS[Y7$4*41(>:)=%&?0.LI!..<580=10: MO#^L$.72H3ZY]#A,T@IG3%8Y8T6\I5S+.$2(I@H]812B*EZ(&NJPE89*XJ4* M#46&<0(0M13:UDH"B.KHL)DZ2D[5=YB'=$9ATC-L)4JHQQRG-$[(7![JC94; MJ:O'THOFTQ3Z:]=W_*4<7)9!9'X+P!#14J&WC#%5^YA,%%.'S<34TT*%:VJV MK%,0515:V4X8B++JL`M9%6-`[O!P;>,`$5>A@>WD@*BN#O5M5CT\#.3K4"MB M+$-$0(7F-2%_N!5I%&'R'2 M*#2M79XG:J"C5AKH,0J7NT*D+'=EW->(R`F-V:6ODYMB7L3$6.5KHIHY:J5F MMOZ5%]\?N2#)BM#'"-$NH5'M\CE1GQRUTR?;GBOH@<\1#1(:U2Z?$W7&D3:= ML=K=+U;LJQLA6B&TI@%GRV-\T1-?R8WL-\($HBM'0O^"`JBR-M^RX;HU$:.G)*5.GD^$>P9ED-X]@@ M8B%T@`%L;IWOOSKBM^DZ7C-JB-+A2.]A^D.]RLBY$5_P226,WCIA>D'>,MAL M`]^"A-$E(Y5H,:HF'DL+45L<:3M/WQ24TA`CRK*\L'TC#*(\0O,;8*;Y28`1 M48$]46FC%1KAQKDRM?=P"RH-YB\CWC[D>T2VA9&]U/5##'G2B8 M@(&;,'AV([G'(8E66#-/C!%!$]K8``A_=;R=VA5R8(DY)LJ;8VW95JLZ`L>% MO(@UJ\DQHGE"2]N,!5$!';=20(\=)QJP$=I"!"*,0B,;("+)9'9P,4E40\>= MJ*&O^F+A<\48T3^A;>W%@"AZCG6+G@<(>+$Y@]\8$3FAP8T^0I.; MP.->?-2%$_-',=(FIQ9^Y9N'RDVU$Z*&.=&H8=9W"`(367/AP@01+Z&E3>%1 M?;O>;$(4+R<:Q1;=MR65[)#"0##\F7Z(U'WD[AKEZ\^OEP$OEJC M[1SO5R?>A6[\?$=>\OD^DT011::%PC"%SYZ<#ZJQ/^SM6-[V"(]5<7/(S%$ZB\.U>F M)FF9:G9"E'OZK"%C1,2H@U#W[Q=#(G2\D3CKMB."!2/>BHQC-IX77P& M2SZD-&FR=[)$^D$L_:0TR_)/MFZNFR#J-G1Z=WQ_$3:LERF),Z2)PNW\]4_=LFRKIXC MHIH\U9DGM47W\G/)SG,0JD6KIRH;)P;1@J'->T4,40R>:A*#CX`EJ7+&LDKO M7?^]JG:6/OVPHJ8]8Q"B&T.?=$B4ZSRXGGHLK+^5;$J4C:?M9.-V*4]@+S)( M[F4YEF;O9EY1SC@(B'(,;6PC"$3A>*I).*YFH/2.-7?231'5&%K6B/O%TN\N M#I:_RX6BD$)+FYQ1#H0DIT3%=*HS5T%U;_+L MF7"1\1?C3"!J*C2SQ4S,B.KJ3--FW\,X8*L.B\+6,T2#A<8V0D85"D29==9. M9CUZK5&YK##N%WOYBD9\1G1-:TIY5XJ$I@"ARSK2* MG`W[5K5TO-M[RK!C(3E#5$_HA/[P0Y0\9[HD3R(ZZ;X.BY84B+8)C6^$F\^. M&\K$$+S8W5)%"U'GG.G<'EO?HQH](V9K49X]RPK&,4&43VAUVS$AJJ`S_2IH M#2&?DVN?!"5R(/D:^.O\A;W'%MF$RJ3#2]O"C/.#2*?0'5WRL^1^)#?K/8:\ M0?!_1M1,9SIWS%9VIIB%ENK*,2=_O[A:V3@9B#P*K6TQ&41==*9-%VT$A=I% M6F!A2\AUANBBT-)=4N'SZ_5%R%=N_-E9RL'V);N$Y=:)^26/EJ&[K;GR=$84 M2F=ZA=+&W7/@?>L;B%4U<1B):EW)E8LH:LVA(3RM."JJ&N<*D19A7[I M$U5SHM0ZUR:UM@9*5I&)I)-*['..4W[9D:S(+NW!:8[(L=`A9G&Z"#8;5VVG M^:Y.!H<>_!/[C^UBY M?6]$,.YV1.&%=C4[>?SJ_'`WN\W'(`R#[V*ZOG"VXIW*O4ASHMX[UZOW-N]? M@W7*)JG*'K*Z;)E6-@X6H@E#S_0++*)"/->F$+=GJG)=DE9D>4UV80M1B$H, M7=(OHHC"\;R5@?K!*BY#0^M7>,0E1DZ$+S!!4*R//B3+R7&>:7=B+ M?/_DWN!BP3Z:.2(<0]O:"`!1'Y[K2CU0Z?M7$XPMH8,Y(O)"XUHDEIPKP:D" MBP51X%UT*/`BO=ICY1HL1EYK)$DETP0M$%T7^J$W!!$UW85137[!3#9ZJ2T%) M.84MT^K&ER\+1)J%SN@!0$2]=J$I96YC=BJ?GK/23!4WS@NBZ4+;=\A+X#]* MPZBL:?5;?!=$;7>A\V8RK!]0Z)7O&B<`D7>A:>TD@"CC+EK)N"T&B<;./V._ M^AZR_=K>-=^?_-G?#^>X"3,O]`4T)5_4Z&C*;]S&@2IIL8YJ9D MG)P;Q.#]Y(:F?ZKZND>8MLB\'H"*^F>L:$%.4'D;,M.X;(6)9HS3!F52Q$W= MTU9*S%X%$TT85?6U#T*E;D!@7&NN/R@9HX2!2;&S.08T>5/5;X[!,;LZJE%( M3QI;"014,Q%36PD$3"@ZHHXRF;@W.<* M56;^@2;/JOH6#56BHZ6A:FZ<'"C<(A;O*3DT85?5MV.H*D%#&JI$.\:!@P(Q MXB@K@3M?"[L?8HZF(:OZ-HQ6>WW-']>>>,@=^8YQBJ"VC)B^MQ0-B/KR0-=. M6R)`QPQ>BC=[QJ\!HDY#=UE)7BK=BD^OY(ZH3P^T[L\]JJ>EQ=;4.#N(U@Q- MWE=VB'+T0%<:!1(VI.B&;,@XI'`X?-')^:K.CC* M1=X2(8C>#&UOAI"OXNO70T(4E`=="1$O$A?\<7U^57,J\[/SX=$87?8Q3[CFF[!A!WFX4!$66CF7L!!%&F'FD7: M!EP40TY6N)P*Z)LLSU0%TR>I2\8J86.!D`N-?.'$_#$(7Z[7TG+9^ZO+8..X M%?<'S(=$L7>H>=]RRUXVPNN,96W(*4VVDI=:L6])0^:Q0\1BZ"P;L+N75WU4 MX444CH>:,SQ4]*;A**7*FB<%48ZAW6T@Y>-+Q8_W_(=;.=<1U>6AYJW/+7N9 MKXMJ1B!9SCQ5B-H,?=$E55%T(1XR7/^1^\N7K_(1A==/;43)>=A*RI,,S5"Q&CHEQXQ112>1]J$YY8XP36-JJ-4Y;06DV7R^RF, MDX2(R=`;5I'D^G4D$27ED5Y)N6'GCAV=DMK&F4(T:.B7'C%%5*)'VI3HECBU M&)TL(0F1I:$WNB/I5^2R?1._X,HT;GS\[KB=?^AR$=T[YG9O`*0S M0\8Q_*1)-:8P5-1E19$SEE=_OP["]Y'S MZNVD#?8M_>^]W+/Q43CQ=_/C&*(P0[]UC9^8_\_]U?GJF8>Q&XE_??HA5Y6\ M/I7Y?$04FT6GU"(9` M8T\V_)+%2O@85*A_=<0/U'6\6RZ_O"O:?U2;7>HNB)N/B*KT2&>6B_H>%1?R MI.\F#^FN+&&<#42$AJ:VG(TQ47D>:\I=T0R+._ZHEL:E4LGF+UON%"S9IX`$ MVKQ32-(5WO6Z^84K\S%13![K3#5QJ$_%Q*/*<;4AV89S5V-$*(:6MA\.HCX\ MUI1+HB47;@+&_IYVB]8B8T0"AJ;ODA85;:F?7H@R[[B5S-MZW"AUX-4-U<:= MC:BTT)B6.9LHT(ZU";35?K9GH8"(L]"@'3H\B5;4.YRHNHZUJJ[E#N1>MR,& M,T8$5&A,RYQ-5$;'NI31&C_;\^M&)$MHT`X='OC\)1%B/N_\570>9RD*:JY< MFH^)6N58JU99WZ6<#%F,;50YMI8%C;.!2)30TM:S0=0FQ[JTR398).68*GC& MG%+B#AONZ"K9J$2*237RE6WKYP^B"CG6JD*B/;%XS$"T1VA@2TF8$#7'B2[- ML0$$Y1'"FM7%!!$9H9&[I"&,'YU'_M%9_LY715#Y/[BWN@]2N>4EOQSQTHV6 M7A#MPJJY94)4'R=:U<=C.UN`E33P_D&U8-$^CPFB3T)?])@KHG`YT25]2#P0E12*'! M;2>$*)E.=$FFC>"X"#Q/QFD=S_V78".KQ#Z"4<>:E1*BLD(?=`G-L_IB5[X< M@-7FAG//"[X[HB?1N;^ZY1$/GWET*RS].0B_.^&JBB2B%CO1JL6V[V;&6%Y! M[1;ZYTZPME9/Y,YR*7-IBN?T<&]SB''$$&T7.J>7B!$5X(DN!?AXNK*J,BM9 M05I16T&7U6??9`LL;<+\6(9HRM!%W8'V50S_3^<;'KI+IW[2(\K($YTR,NQ% MQHIZAZ5O&7<^(AI#N]KH?*)./-&D$S?TNSTK&40+AK;M$`!GPZ_7>V>A:I.L M3(AR\$13JH3*?L!#79:D5)D@6C"T;I M^V;1":DI(MQ",W?(`H\OG.CI)@R>W15??7SY+>*K*_^SZXM5MCPWLHS=9Z44 M)">I=^*UPK0'MI].B2KN5&=Z@M/TO$C^%CVQM7@XB9AT.%MGS8BGX:R=OQB' M#Y%NH8_>"GQ$B7>J*8_!:;E+[C`1[&7ML8<7]DXV*1Z\- MD];LIYXB`C)TIW%.4]M1.24*S5.==[.=IN=5@V20-6/5((D(T=!';P4^HC8] MU93,][3<'1@D\U;[-4@B:C9T9Z><7OE+\?PM<^KD&0SN`YE%-_#O8K'Z?@J\ ME1A>/CJ1NZP"DJAD3ULIV;&\!ZQV-)0%_GYD%W/\=AO)3Q"RM?C_!_D6XT[H M"[0BMDW27(GZ+'IR0O[>59_`WGGB,WYB3O8I+`[VRJ4?9)Q"1.J&/NP=A40= M?*HIS_"Q`(KQ[RK%ZHO"ZKR,55*;E:N?,=6`<;H0+1WZIB]S<15L1-U]VDIW M;S_D$7I^B?O@-'%/BGN@3^D[%VFL6><1B1\`'T MG8USZZ7K[6)>M5MA1HPNS-I%%W2M\=).XJN\5?+FFUGGS9`8!O1C#UDDACAF MND(<1V-XQ%HO;<(X8TAL!/K'^.3;4*FM`HX8$YFUBXF<9+77L,=@M;=+)ETT M&&(<-B06`GW3=]B(,9"9E3&0T\<^C,.(!#R@[XS#F*2\/1I&8J!CUB[0<9*1 MKV&/:Y]SW^TR(MVL-9O&023<`3W5=_2(88Y9MV&.(ZBK&0?SUGHP#B(Q#>B[ MOL!X(/8V(X8Z9NU"'2<)_+;L>57@%QL(C0=^9T@H`_KHKQZ'[L(LSM?S&"46OC(.`Z.+0T)V"<,N3 MS`+7X6]^F/[]B^/ZTHS7_GWHK,3RJ<@R4$4+40N?-]/"%PDM/G^4$WG=^%`N M\O?CNYL!]DZ6^>G/78+Q>1U]L#C[YS[;,77/`R5KJD>:&+GA]0RI6BU\U<\ M9'[@OQ>#L7R>89[K/+A>LO@L+MLNOUI?)^2>DL3$$Y*HR;;"V**(DYV[=WQ1 M7Z9^>O35Y""^B_B>/E^[*IN/K)+N"'$\%HEZRCKFIPA$_X>DV?"+DJF3$I0B ME*5#XO^<*/[/M8G_Y!Z7?BBBFO?"KJ)H)Q@L#?)WL6#>"9 M@F(>W3@OR4[#CX[_>WV*Q#E1U)^W.[C0-EM416JYZ` M%T3M?Z$UB5!59TK;^44!N9PISBE%:1G39"R0R`"TML5D$*,$"UU1@N90%,>( M[FR!`HD20$-W!\7U6CRD\$__W+E;^?UJIY`%,1"PT)DH".U(1D3R)EOO0M]5 MJ:>*YRF>U?C9.!J(@`]-;BD:1(U^H6D+>Q,J\G>M65,L$+D=6KA#$K)A]`MW M(A[=BN^87C7_E5<]O2Z(ROI"9\*"*'$O M-$GSDL&100Y1*:V4H8B)KE0I-FV8B!O3V+QAE`5$IH70,,9+I,W=/EX@--HU3U M]4\.^UV!0%BB2Y:LD;.`6-A:%FBJI*JO=4PXA$'VOBUJ0\DB)1Y,2I+M>*") MDJI^-PN&IN,#4X\?QJF`:B1B:Q-Z@YA/U;7BZ^0>J8K%P^(#39)4]?6*#:\[ M@B@-]_IQM=KO+][K5;]!:?*#)F:J^/I1.T?&,.IEF-I(! MU;V65!2MW)9Q^*``BCCIC)"O:M"(H8S5)`Z*:/-"J)A_;V>)V M3>2(D3SM^1C*A\5=<1K4V8H/62:7OK-W*U[\2YT.3;)_6:%8#Q#%&GJQQT02 M->V!+DV;"F.#R3)OY_TZ"-]'HJ72>>0S&R;1`:*/0X_90=]'+JS(7Y\_/#2W M#H@:^J"5AGX:_@[TM`&!2CQ+FF&@';6(N[9B$3=`E'CHL5[S1Y3J!SHS?)P, MPIHE'WM(,`Q?MV2AXT?.,I6>U+^\1(A: M_6.7+&P.84D,%0RTA@JT6"(C-FV!+=,F9$Z:K!9S\FK&\42B#=!K;Q5/8OAA MH&LWM58R&RPI,WBS3V&ECU&R<>F#6/%)-@DW`R22`?W=,=CG4<3CZ*OX]DFV MB2HNB9&)@"K:&ZNM*Z[_^%?'V[UV?-X3HO`_T"_\ MUW8K@ZA0M=AW-WYB0>@^NK[CL8T39V^(Q4R@KFH M7;X,B7+\L)4RA*0F[6:\;*]FF[XPR`S^'X$G,X$7Z<6+ MAY7ST(W$6Y?BG_YCXK<#NO20J$L/M6Z+UV0+)*O_WOZ:_0TU2S5\HU_^\`VKN>I3?KEOZ5< M]F^#[-]L'80JK?0+=\*(<5_>]"?&?G4.EZJLU^3X<4V`A#1']K65-Q1_2NUU*4;+;T@VH7\GO^(/XKO\'L% M&R.B_#_2OO6_:0?1T&22T;98NN72#,]#D[[YT.0(B0M`Q_0,+&+(8*1S!W]; MIK((MV*G"'EGF2Z+FNR;K,M49>.JRP@)-4"W=(S5C?.BGJ'N@_/E/W=NR#_N MQ,*/1U'5C72+$3'P,.KDMLU#GU27=C^*/\E_HS<59HLT3@W2(@" M.L%^;H@!B)&N=#<-24G&F*R@O.)#J(/`\]83LZ1)%]I"M= M32-JDLFI7`SL^C1.":),0Z-W3,F7XCK*@YO&1T1M>:0U`WAE;_81*=V_:1P( M1,*%-K89"**2.]*Y9[P!"Z4B-ITG&"'*+C1UUUORELMP)QXR"Y/5;\\;$47> MD?9-X94]VH/$.`R(R`MM:SD,8Z*J.]:YJ;L9!RPMMC]H6+*)OD4&A1ZWQ.U#[' MFO9,'W2W/;]U1,>$5NW2[\%JMXRC,NWPIM/3L2OUQ?!9A/X=W%U M('],U"G'S71*8OCU*2TRSMY,8K"S`(EG".#*(8`FMWP=DB,+E6-.FV.:0 MY%%7N4-[GYBD-+NS@AA$T83&[P,Q1&5SK'./:G-LU!GTOK"#J)[0#=VS<\L] M.;S?!_?.C[^Y\=-3LG=<)E5]=-F>NB)IJVV MG#/2&[E(64U,>"]W')_.' MXL>(Z`H=V%L6)T0Y=J))CJ72EX]TMP5ZDLA2&VH05*V\?Y#-L'([IK&;(#(N M])7QZ3/9I/K/G1N_5`%&E'0GS21=/6OT4O<.K]%E-J!@]_C$8GE:+A1OK\W' MC":(]@M=T@>.B#KP1),.W)R8F#):^/1NZPFDY[\:2]QHEPK%=6-LX6(VM`SW;.%;)=7 M)Y/E@W?ZSJH*+*+./6FF"O4PM$H+9,_?QN%`M&AH:]OA($K/4TW)'IIQD4\L M,DP1KES?"5]87N',JGTC4T1VAM8W^+1S$\HSR?'+C7!-+.^P$:]N-]6'I:9$ MQ7G:3'$^]2-T93>+P6;KQH['U-']E2L6*N8?;J:(K@SMWR=XB*KR5-?NZ=:X M8`_*6:4SIJHE.6CSFL9A0@1BZ`\S$Y?<9O6P4SJZ<,%Z[7JN^$U7Z2U3HBX\ M[72/=4W_B@T<8KCQDTA#,@H)JO[J/LN!R#@VB`@,'=`+;(CB[U3S/NL&H)17 M/GN%U3"4%S?.#"+Q0NN;8.9S)I\19=B9+AEV[\OGWA>O,OFR-:?&9XBX"FW:O=//?[B5"P.B?#K3M6&W M]-41A\N7S;L;D4.A/3O-'9'O;+Z*HIT<%Z_7O_F1W!W#5Y=BC5U%`5$'G>F\ MXJY!MTI))9(=VK(LRPK+!XR\./L:6*!(S!#Q$SJA%^@0Q<^9KDVQ1U"SKJ9& MEC<.#2)]0O.;AN9+X#_>\W!3QPQ1^9SI4CX/=NC`0'.]9K(TD\7M0`91/J'U M^X`,40.=:4TQT9X;-=2XI:'&$Z7?QY*;E0W<(/HH=($9;GYUXG2S[TW(LU,P MY_[JPO&\Z'K=>KOTC"BFSG3FWCU)QW'ZG-U27>4;RGQL47&9XU(T)Z_[C=G6 M,7XX>X;HKM!A;P/$.5&DG>O:6*N/P:*Y,U9J4*F]JDDY-%J]X7^.B,#0D:9G MV,-;\.9$.7BN50X^U*G\.I32C.JL5NHHI./MYZ`H9=J1MS=C)RV-0X6HR=!! M/8"*J"O/=>G*37FJ?C2T:5/G'!&;H>G-X")G`3$_I`/]RS'3(E&5GNM-;'Q4 M5W&^-OEL:/^QR3FB=4-/]98YHBP^UY98^82XR3)JI94U8?]B"U'] M3M,:N\_\/(IXY7Z,.5%PGWTRMW&@;"&K4`*;*O@_+1^W8 MNXASI<&SF?$[QN:("@\]TP>_!2*S0Y<8(DIJ@')S6B4[1&U] MT96V7O3D<,!Z/Z]SP/AFZP4OW`)4$/$<>L!65(B*^:(#Q?P0)>I]=>;8/`N( M,@Y-W/GU7M=A>N-5S<[N=]<=>O_9KWA"A.+UJ)T^VGDT/=RFCY%,7N1H5B=^H]YHDWC6."2,S0X+W` MA*@Q+_1=#=B4D%<9+/836)RQI`+[8@,VB)0,'6`!-K^$050YY1!EY$4K&3D. M8L>K'5AD@8`+!6#35*+?4O_*ZLS5=_\(Q,BXT*G6,#35UYQ M;F3PX0--MTT:Z)0BT9F&Y(B2AA$IFR=G!#.ZY9#0!-JD@>XG)X24_0E)W1AC M'A$HR&(FMQP1FC";--#]PU%?$($Z+69RRQ&A*;9)`\T1>>;A0U`_CJ1%6F$B MCRV^]]QGM1'&@CU79;.4X;!1NCU_B.+065830E-NDP8Z78QD/4('$=N6(E"Z MQ4QN`2<'GGS$MZ9IMTD#W2](&CXG6S+G0,D6,WPO<*$)MTD#G8XK[1Z2V;=[ MN3'%HF?CLLG*^-@HX]Z+3Z[+^R6^-DW,31KHEI^\3PV?E64%6Q*%E>U5AL=& M^E&2R^(=B$_/('1 MI-ZD@>[7.T@/>[%0AKHNYH)^(32@"KV#KH7>!O3@JZ&BHE@86;0D&F!:,/2+ M!5Q]<7U^%?--Y:0VH"K"@U:*\`EHRKO4<$4MRS-5P0)P,(48NJ`7X%!UXH'6 MB^Z.H&>;TV-+H+MLI#(P-NK%AX&AJL8#8ZIQ)30VRCT#3$6&QN\.F?_<.:'X M=7HOZ:T'CG?EJW3F\GSJX>4.54H>Z-P%W*QO&39Y:9873\].AK_SF)6JFJ<( MTYBA+WI#$55G'FC:)$P'J%3>LE4RICM#1UB"4/&L<2BX-:"*T`--(G3+_O5Q M5,*T:.B/[I"Z%1ZI%0T'5,5YH$EQSK]Y?AFB?,$6\6^`Z<;0EAT[NNYN&?'U MJ/KP0),^7/KNKYQM2YA@@&F]T)X=NIMG>5*6:N23QT'/E\O=9J=R:JH$%Q?! M9AOR)^Y'[C._\I?!AE_LPE#NC^6A&ZR^\OAZ?>_\J.2%J@4/-.W[/67GBZM6 M]]M,$LJ76DV3ANRURY*&6=HR2YJ6TK+,0"]:-P\NIC!#Q[XM<(=4!7JH\Y8] M'?2>;^1]C1$+>2E]4I)[A'L)@2_$TNOR'0>N++A2[A"=YK#M7(= M-:3JU$.=.Y=!-ZJ&/?.;#(>8!`VM:R,"5,5YJ"EG1'/OV_6`/L3$96CE3E$0 M7UM=IBVL=;V^WO)0_.D_WH3!VHV_B#%4Y>7@CRK[TWUP(6P:>.Y*#K]JYU0E M.U3Q>:@IRP2]RR782BVI-&Q96RQIC+V3S?V4)B])6Y0I;3217318-84<3B(4N\+SY#"=?:*JEGXF^R8_ ME:4?:\&HC8G^$(,NT5D,LE@!]8AZICR_E=^JB M2D-JJ&&H*]30N&LX4):$GX98/`(:W0PR]4=\^/&H0T+(ZI>/]*T8_Q0AWJP7AEABCHT>)>09)=+-KEO6'Q7JK`^TK0! MO*HC!13Y+9JV74==-DH9"Z,J>TLLJ&+[J)G8ODBP\/FC_(77/?64B[2'Q+JK MI\L6*C-B5'YOR0A55!_IO+&PUVA@VCM1,]WZA$/(ZZYE MK-SQ.$ZZI;*M.B_JE'X:!P11GZ`#+@:&JQ2-M:O%A1$K+$8'( M_HK5CB4)ILQ"DW>)2,1%!Y[._=4E?^9>H`[1?/JQY7Y4&<@=4;78D5XMMJ9+ MKRX/$#--7L(\')CL"FUM.QQ4H76D36AMP$562&V^+Q5C:3GSD&!"*K1YIY#$ MH;L4`^V%$TGCRO_(4WO/CB='XO/XP@G#%]=__*OC[:JQH:JI(YTIFUMVLD13 M6HTM107S\&"2*K1\_^"AZJTC;7HKE1M900U&ZH]2U;-L1[9YJC"-%KJD8ZJR M2Z`OGISPL>JFO<&',567'>O=1PU[L@=)]IYQ",:8!@N-:RD$5/UUW$I_/>)8 M?!T(%T$D'GB6ZL65NAW/DK7*&!-@H:TM98(JOHZU[71N.":P]$WS'&`B*[2O MI1Q0!=9Q,X&5K*#U9J;`=%5H95,TB,%4K-/D$R55L>:\BL?Z`\^ M5MB4=7",":G0W(8(24U9B0550!VW$E"WZJS<7>R$<=V842J&=F#WP1]=7VU^#-8N?.$O:,D\)IJ5"ZUM*"55"';>24!.7??)KYY6\4%M" MN'@\M8P-3$J%-K>4#:J".FZEH%(>25\QL3^EI&^RE!3S4*32VI5!0]=&Q MMMVF+7DPSP&F@D+[&N)`+=94X/)\&;O/;NSR@YL+QU3]9UL`FFAT+KVXX+51B=="&,'DT)^Y;-2>:%D`DFG$+[FP6FP1'D"55#G>C= MI%K;J5IR?C;/"":G0H/;SPA53IUT(:>VQ,.VD^$33%F%EK?HT:?%$=\)57F= MZ+S'[IB>VOE4-,&$5VC\GD)$%68GFA(+GXP?M9LHVQM=5+?VZ/@$TW*AF\Q& MC^NSTDZHBNZD,T5WKS^6CC^8C@M-;#405#5WTH6:>YB%;(L)^Y84LF"TP,1= M:.XNX9#9@_CJDQ/*(.HA,*A*[D3GW71X7PHRDG=9]C9[5\XM?,G7[M*-S2=@ MG6"J+C2\K8A,J7+N5%LF@79T6#-F3#$9%YK9'!"EGU'Z*ZJ$@ZKE3O6FZ#W4 M+T`+3XN:AP03;Z&Y>P$)5<&=:E-P6_-A^5PSQ11<:/\NJ7GF_H[?)OD/9?Z6 M0\'E*56\G>H5;ZOZ4Z"B2K!2$?-88*(M-+356%#UVJDVO?8((FR*^DPQD1:: MNW,X9`[L3S_$S\]WO(M=%`<;\4O\^/(+#QY#9_OD+L]#[D0J<_5!F6U*U6JG M>K7:HSN<9ZM8/O'5SN-R8Z3/8Q8F349)XF^>MLJ66;/LX84]Y@V+XH]6C%.8 MU`M]UV\4J8KO5)OB2Z8P&^D4=%DC[*(,7=$.4PVEN>>931+P%).`H=],3I/5CB.RP&M.\DU7]_+=O660>8]C(C"TJCT> MGU%EWYG>7;S['O]JDZ]GF+X+[6F1KZDJ[DS_CMQ]?^_=7F35#WV&Z;;0P!8Y MGZK.SK2IL_L^O[7&Q9C("LW8O8L/:6@SJK0ZZT!:!6=T[!K;,245VM5"WU/U MTYE>_10YFI4J6!9)I3-,*H66[=3[@?FB<"4RRA@6TG@JI)SO1IDDUA4-O#5"F6%;-GR\<,4Q2AU3O$ M)'AQO/CE0'+5&54^G&F5#_?ZD-.0O)IE);-@R8`)A="RUOF>J@K.=*F"M6ZW M)7'N#)/XH$V[\_K=DQ/R!R?BJXM@(VVDKJ<\#T-A;?6=/[X416Z2O.;G\AC1 M]59=N_-7'HF'[2O_1J5<^>RXH91D9H@V25MBS:L8\K)@Z"1WX=F&=4]7.N:9-KKHY597?J]JL_`FL]!$R M;%LNEWX,4Y]SQM)/.F/)9S'79\FGG3'Y>4Q]H''$YY@H"]W>`\1S)YY'T6Z3 M&%_.>C)_L[SPIAIRJLP[U[E95Y\],M:S%YGGKBT`$A.*H8O>-)!4Z7FN27K6 MS^()QMUB<&6E3SMC.>;R`\UCCHGET/$]P%S8U0U5X61ZJZ2:JK+/6ZGL'5#] MNNK7T50PQESG>$,>^R7C]IQL/P]`_Z,?4^KOW>2^BS,&F#+H@4F+\H\2_4* ME=*!9\N,.%`OF__I8*$8",?__'1*)J/&?>::XC[VF$ZC4")_19]*OR+YLBA5 M?,G4C(9-1PYUQ2.M,=TG4]5I>_8LZD*"\Y"POKS M^VN_L!E6_M"H<=NYS7';(PQ%GWS,\X[%=Z&C_Y"\+ZBAWX6EH5\*ZB><07K[ M/+/`(L:0E@Y_-.D9_V#]69@LYE_<9QG:%\9]=,44?!Y%/(X^[^)=R,\W01B[ M_U).2W=$-3N=OJ#&B!=:8\0GM`"6.6&M6F6>;):Y>;O,40V?L;5JFCFEMJVY M_72!Q9.A.]\8KM0(\D)7!%DSJ4FK[U6SK&B7G:>D)DVSC](C*+\$P2KZRBN/UBRH`=^%SF-56$\RHF["8+5;QBR29 MH7$MA8`:1%UH.E]5YW_U'DO?/&/J[3,F"IAG`8N#0AN;9:'^4,V"&I=<:(U+ M5O;'_C/6"RS2!\UM-1S4R-M"5^3M(!>5@X8]QZT66"@*FKS+M3#WG=`-?O.C M+5^Z:Y>O+@/YY%O)!S4RM&@5&6JSL*WH2;%*30J^@3$UB5 MM[GS.#KW5U]N7;E_1V.O-5G=>W?\N4NE/=V?'0BMQET@P]$.5XUT,$X M=@(39%Q^SH\&GJ5*(]ND#;#`9XY8>*>-L`?9BFDR2R8NR$0<]];()$KCJ@&] MP^$)H=P3&_.3)F>IP*@V!)3:9K^6@,V;9ZI]"\?6DBO*!%L@EE^O54SMX^NP MGPH^IS&U]!*UEX;8$B5RU4`'`^JQ_<:`C4JA>N:DU!'1$25PU MH'>L/"5O5?'R,Y9L&LF#X5F35HZ)B/R..-($GM?Q$P^_!GZPY?+DCO^8+-[; MA`H''X@"O6J@@W&P35\S%J]\T1J/8C4M![(!\8`L#V6H'1GIL_*[-%+]TYE4 M<\WCABC\B)-ZBQM1_5<-Z!T!CR&M/.JI^JS<0/Y0G;9AXW-UR;!E\$Q&#P[, M2>H*3%=NO56SR6^^*Y;V1+A!#N1DMLFB! MB(0M$+>]/3*)P0[5@(G5X@F@K%XZ%HVGJTC5?+*_TNZ%)!)B07QL1`]WHJ?/ M7O#];K?=)E_7\8J+R)L*0<10BVJ@BU!+F\ZBC]&EBFPI6F-KT9Q83ZZ#<./8 M<`M+R91EUNR(O9R$-6(,1C6@.09#Q4PVP&0+XG&Y3%RI$2N'.20^@_C+[&Q= M/A=0UC:DFIN<)RA2!S4CY>AM"+:@?8PSTEX+!J1 M_TI%3M%.?J3F7=J4E8+G``OL0->9(/&2/S1%C1J^&703OH$]RH':;39.^*+& M-U'(/!98``::V7(LJ&&6@?8P2PT1I2%&EK)R\,"B)=#JI@26IJI4C%A9^@,XQ@=>O3KP+U8;)Z_67P'^4>2Y:S'74N,.@ MF[A#LUYBG&WRFO:LDK```_1$#VFB1A8&VB,+QX/TZQY(LNY[F8C)WE46%DN` M'C)!V97_++YB$+Y<[,)0_-6,KB$U2C#L)DI0WSL,+3>MX9H_"%TR4@D;:/H> M84/5Y8?:=?GVQ.0USEA:Q\8A:(B)Z-`?)ECZM%YSN=^%YP+>K1/S6RZ[Y7JN MBE$TY(NJH@^[4=';][BX#+5<)AFP,I5YGMN8K'CH>BV(Q M6TH^62BCDW%@M[`^Q(1UZ-B>@TI5UH?:E?7C&2T/CGDK95E=-L1>D6SCD(D) MZ]!S9A34-1=3S4I8$SL+V!!"JN8^[$IS;]%9#$(Y)"[WU#/YBLQYLTJ;5F-A M>CCWG5>T;<%PB,GXT'/]A9"J\`\[4/B)_&4-J,&OXH2MC>,?%AN`_C*!WOER M&>[X$;11XP+#;N("A_J'9E!)'SZXC@&+#2.M8/5UA@`+K$!%#_N7-"\5/W7CZ[OB,6O8YW56RR;\@6-3HP["8Z MT**K&&O_S*K+9,U)?:L.)`RQ>`'T35\AHP8-AMJ#!D2^\NHLK\]*#5@YKF'! M`^@I(X*($\KD_M$-#[/]S.Y2K(XO76\GK[II!-V(&DL8=1-+:-79JA1WNS@7 M[GC:GKRFE$6R1>.HC;"``_1/?U&CQA]&VN,/9,JR!N2%R\EI@#.5J"G9;9TV M8^,X-\(B%-!C)N#[S0^YX[G_$@OG((JN_:L\^T;#)X,1-3`QTGR108L^8M`5 ME9FL+=.$E>I;21L69H!NZB=MU.C"2.N-!<,Z)[9.;]'(0R#?B=S/2GGO>_ MN#Z_BODFJD2.&DL8=1-+:-!%5`*!X!4US2.%Q0B@1_J&%#4R,-(>&=!!$_LF MZS)5V8)I$HL!0,^80.OC+A*&BJ+SY3]W;C*X1Q]?2O]2'Z8$0-#XRT M7@=.ZS2&H5,TE`:@T"S_R9%?\QAB\0/HL_YC2(TDC'1=M7UZ`DL-I?D,^W5+ M0,G692BMB#=\VFR]X(6+14_X["XYGD+MW%/?1?QUO98[OAY]^4AVPT,W$.6B M]$&O$E5J/&*D/1YQ0BN@:E[:/$O;KTDH5WR(K%A\#$L^AZD/LF?2QZ(:T-]& MP/9C-W[YF[OB18JJ:_\7'CR&SO;)79Z'W(GDH1-U/6>RG^?*O_)7[K.[VCG> MYR2CQ46P\V-YCN#C2_+GR\&A>4P-A8P["H5HMU#V6U!G>Y(+>]/M>6(1^YA_ M$`OYHPVBSA@+G$!O_L%HID9;QOJC+9V!O+N0UQM^=SWO,,S4",ZXFZ,E MH$-Y^H`GT017**G]T$X8OLB4OSOP&6L/[Y!_"FD9EK=0WLFJHCU9"1MG M:2SH`[UF`L";4(X*\XMG! M`MJP(`)TDPG:BILZ_-5_[AS/74ME_7RYE,IZ5$1[#L[.$VJ08=)-D*%UAP&" M5U>E^T?D$T;1#,O:,8\<%G&`/NHWC]CI4]09X?DO5HL_Q"6?$JVT5G%L;)& MXH"5/\P\V5AD`+K[[9)-#21,=`42^@NU78?J)ECL`KK='.$E+>`PKM1@Q41K ML*)!SS(`K_&M!?;M-IY@`0KHAY[P0XU(3'1%)%J@4RNG63;X8($&Z(3.X;D, M-H[K5U$RI08+IKJ"!>5O_PJ'B'U+7C?O]2FFU4.CFALRSA^B.'26E0^*4ZH@ M/]4ER%=T!,XJ=^59I;3K_]:.666*">S0[.80::%J3JE"^E2KD'ZX8_VC!]/* MH1OZ00]5$Y_JTL2;@P-7)+;JVU-,WX8NZ)R`<6)U2U>ZIKQWY53S)* MRN]8M%C!A&QHY"Z)\*0&<>ZO?G7"W[G\.:57@UI*X-.4CKJAA'U+"ENP#,%D5FC\ M#H$YM!VU:C>J/+X1OUSYHA4N9#NGQS_>JO.RYVO5BHGG%@?YD\)T4%) MAJK<3ELIMVV'*C/&VCOJX"YE["F*Q7,6"]W')YFC]CN7?_#5>^=9/-H_#MNU:474TPRAM[_P_X09E1Q>J9+G#;[&VBRU[UVJ_L9 M2[X(*WV3-(];++X+2[_,&2N^3DGFB-BW[!N9GTQFF``/P7D+OZ&O@W M@2_,.Q3`TZS'1= M\F`$X^Y&__Q;B#]W:D]N=M!*3`'RF['TJUDP#6!A$@C.6_CI_"+7M=&5GZ2? MK/S14&,M,ZUW571DG8-/#>HA0;SZSO63NZ(L2)@\PP(WT)]_():I<:"9KCA0 MQQAW-_0GGR^3VB7?P/R/`HM=03#>WH_B;ZFN<9[(&NK-2R?FGQTWE(>O*F,B M,VJH;*8U5&:+^4XD+)6FDI58&3EAZ?Y!"Z84+,0'`?F?7T]A,6I$<:8KHFB+ MYX,E/^.U*P39+"#:8>GE=A6UK)\OL%BPM#C?RS@J>'E MF:[PL@'6R=EZSEI-"]F78.I;F/]Y8!%PR$?'/X];OA7P/3G25W+[XN;\AUMY MO&A+/=!TOJNS*'GRL*,+2,NR;+&6!EHF%A:&]>S1X?@["-7=C&3NDC*!S M:CQX;BH>?&(#:1E&2]^A3V/I'`L`0U+^@+\6:@AX;C0$K.LGTW*5O4X^)@T1 M6+C4GF-!8^A[B_BG1T63:&0E^-1X\;Q5O'BKV/ODK^K@SPMU&3Q.S'1P^T.L M+J[A_DKN%I4)_L6_DN]K55ALCH5XH:__2*!38[QS7>?INF;;X)X(\[\++%P, MT?@C_2ZH\>)YJWAQ,E;>Q4X8'YX"5#%K)X$'_NCZON7S`!8)AB[O`>]Y*.4\ MBG:;Q&_RM(9TSU\#3S3C"2??.C'_U?GA;G:;2N"IH=ZYE:'>UO;)*,\*I8P_ MYV59*`J?L2?#'0J?0QW\HPJF1T[FIR.G)X38S^"??P?Q/`PN;0CAZ M\-,X^/CV5_7L=FAC])P:A)TW"\(NDA^&SQ]5AMF:WT>Y2`=/N?MF.KB5,WDB MMNMI%@OV0K_^<9A>4(.\B]X=^L4I[D[33#[?HLW^"RRF"\'HP8]"_8^TKTS> MK8P[J`2?&J]=6'ED%[%`1GCZ:B8RBO6X(PN;QP\+J4+WO#'\J%'3A6VG;&O( M.\'8FMP9F"%LR\")Q4BA9WM`[I=#^?L76#@1NK$'<#:/"1]]*FY!#30N6@4:[=U: MU=6Q4NQT3[95Z\$1MK!@!^X""U="4O[G%Z2,10UD+EH%,NW>F]+9K^C0]A8+ M]_4NL$@GI.=_?E7*6-08Z$+7W6X6&,WH)LF>G-!>8%%72)7I$WGU]R4LJ''2 MAAG&N,VMCM9\IG2,24; MUS)8D!/R\3^_'&4N85[:+T'D/6&?G,' M]Q:(+T;]834+L5J[7P98ZN`$M'_^U9)=,R4_E.'N8X3VA'`3`[BJ@5[.&B;W MSN1?P9[M,R5'EG\=-D>!#QWV__1CZX:J$B4EPO`#,6:L&C#W2')B*QV;$H'+ MC[$V(4+)1V7Z;8XV=T4_,3:M&C`R0>@"_Y3I],P42N$8\_X=CGQBB5@U8.D\<@_UI9XGT M&_1JCD!"T0@E%OU.VIR[>\7`_O&[RM\(,>"L&K`ON-':/OE6_N+,H$VG:4MF M+J-K.JYK%EUBE%@U8)5.=#2U&D_3@C']U:E:\[\,))J-L-T:;NX2&'XA1 M:=6`?0-W_;5!^PMW"^^\*EFU3&,?(\2M:!Q0([T#VR*]NN^OJLGZ_I7'@!_2US_]P'L>,=W!\\H`8G M!U:F^R79*ONQJ%?+1__$$V$B?=I%Y;I\M%4?OX9*[Y!JBZ:_UU@(4N(QA_H=S&D1C.' MK:*9-@B,=3^.G&#Q/3;J.50N7])?@.,P#[%`)?1G#V"NOAZT$EMJ MD')H]ZG0:HM4;!"Q\\SG$(M30M^]342I,<&6-WFUMGF@L-`E= MW0.B6TI<1V?&&%)#F$,K0YBG-M_)TLID%V98>'AGB$5((1__\^,I+$:-I`YM MBZ3J^MV8%-M[DEYFB(5H(6$]^/FE5QM^$@]QP0OG=[N':!FZRD%U^Q*&U"#L MT,H@[`%K9+^0M!CC:3DQ@011Q);E'TNZF48R+'<]?KJ[N6%;)XS=I;M5))=NM/2"2#[1G3^(.=99QI604^.F0RO/:C8Q287`X^1UV*JH9!Y7+'8* MO??6<:5&48>61E&;D7I"U:?X0%;Z1/8M^TSC*85+KBH3W\?8ZM?=YH&'UVOU M;G3^[+BB-Q[_'(3J^:42=FHH=6CE<^78A'U+CGR+93G`WY/<%@G7R2C(XFG\7.]WX&ZN.,$S[" MHJ/0ZST@O"H1CMIT>N7'H>M'[K)61AQ1PZ4C*\]TMK!,Q:K:S0H5.\_3]XI4 M6.91QJ*HT*5_$)2I8=61I6'55A2?=`'4IF;)PZ3B/;86;\HA7+W+0AENL>I$Z`B+ M=T('_A&HI<8Q1[;%,=L"JW';K?HMR,]EV0?;(66/L'@C)*&G^)_[Z=[1P`L> M7PXIA"-JZ'%D9>BQN6'R*&229\+QQ?\7=9CX(3SGN5>R?;?6Y%L984%'Z-(_ M!LG4^./(MOAC>XBU#>;J=U'Z8)N$[Q$6F80T].!'@"8\.WJ/UH@:JQS9'*ML M::3L%_*WU[L5XCK/Q[NU%CGR-)8YY&DGU*+@0D2>[*U M<(0%12$I_?FQ7._B*!:3L>L_'I./?T2-D8Y:Q4A-7!G?SE!-+Z20F]]_3Z^C M.'@%O)U75(RPV"H$X@_S6QA30ZWC5J'6!(Y/?NUIO;Q0GWX',M=7+WX!8RSV M"C'XX_P"J.'7<:OP:W=+IK;0GW"I5/IH^V]C&6,17$A%?WX0R1F856D//'QU`=B6X6UAU3P[KC5F'=CA^BCS97U6;@K/3K#0SY#5ZR3?/8 M8U%;Z.D_,O;4:.ZX532WNYF!3OP)YXKTQ)[45HL$'X%Z.=__(+_2&Z(?AI$G3.NE2BR2"TGJSV^K)!0G!]=8Q%G.%#GV#U$ZHT=5)SZ*K#8CEJJ#%N$ZP`"GTY%O$E1H*G=@?"GU%J*Z@ M9_(QYEG&8IO0S?UA^?#J\@#BU%#FQ-(3JDT-8W:!;EM,=644F%L&$CGMK9%)CFY-.8YM$*$^P@$B: M9TG[%MTC,,$"H-"[/<"W?@)L_F!(#75.>ACJ;"9KY#G]Y>J7EU:_\F6[!F4L M=`D]^P>BFAJDG+0*4AI_%NQ$!:E]%K12(L'BE1"-_OPL2D9NML]U0@U%3EJ% M(CL>W2O-T7;[MGE2L>@?=-Y;)I4:!9S8=E%H8TAU"=6V;:6>8,%"Z/=>0GX; M>-[G()1O5A$^I48,IU9>^5EK"VP@9LXR=I_=^,4XD%,L'`C=]&:!I,8$I_;' M!#$6]8RW[)O\+)9^F/FMWE,L/@A=;A'<495;U?_2DWO45$'V+7G/`@ZQ@!STCT4CC+P8+1T(^ M_O"_&&K\CY/_+/@!IMG?8VVFI+-I6]B<7>;"I3+"(+\>GXMQ3=..[J M.S_^YL9/3X$G[2A>P/FI_!E0@ZW39L'61?(S\)6+:P\$E8O\G=+E_/H7+I^Q M%7K)UL1H%X9ZSRXGE2E;-HN,\6BK=![/:60&DB= MZ@RD'LE=NIU05E:8B>JL5%^]ILHP"Y/^3+&X)W13E[BYVZV!%$<9*O1J:K4=EJJ@";4>.8,[UQS"9]*[A*2JM9-2MO')@9%I>$9N\-,-0X MXTQ;G)',"I,5SFQ.^33#XH#0)5W"%(3Q/0\W5[Y\OE-!KTITJ'&\F=[TI+`G M!2WBO?>B_$8\[>;OFJFR=X$.S^^7B=5 MPA5?I:4KT:**X#.MU]'I,4:A"ZYV2R5LRWN@0_[L!KO(>V&[TFW)>!1E^FI)":UW7\Q$/V)0WIN-R"H1I3UJ&+ MC=`L3"A=X?J/2A04YCHHE,ZIROIJ&_Y:+K;;)SP1=TI7AI8G;PFVZ95 MC5,TQ^1VZ(O>4$25V^>ZY/9V`)6H*8JSK#S[9I/(/L=$=NB(#A$*UO%W)^27 M_)E[P59^R_HGXSE5:9]K5=JKNI/1DKXA]R6D1Z;LDZ MA$-6@)5*V".5S#&Q'1J[0S)B)U;?[6[)?2=T@_,?;J7:/J>J[7-=:CO6BYR( M]#7V3;YJ`0.8S@Y-:X"!>YD-L=+Y5&U]KNL@P=[7+W8@IZ^*Y8)\W0*_8R(Z MM*H!OW]Q?7XE_JS^X5/%\[G6W>Z@'P`"\\['-')H5BN=3Y6WY[KV>!_V._LF MWV/J30M&`$Q?AN8U`,'U6IW8D)LJQ4\K.4Y^_A#%H;.L%-3F5+5XKDLM;M*K M#)6+ZZ^7G[[>?;IDXJ^[ZR]7E^?WXA]W]^(_OW[Z>L^N/[.+_SC_^LNG.W;U ME=W]Q_GMI_^X_G+YZ?;NW]FG__SMZOZ_S7.%2;O0/0:X^H4'CZ&S?1(/\U[M MRI(JSLYU;5VNZDG&3_EU:U:8F#@*36QDG+EPHJ?/7O`].C2\+*B2Z**5)'K4 M\`(Z4QI5D+'D3@TFYW?_P3Y_N?[;G7%.%IC\">UN@)-DK)9[^0-?;G:H&SL6 M5-5SH4OUK.O-J]0MQ9NV#"(+3-B$MC8RB%SYRV`CT^%(LX7\B?N1^\S35P^- M*U2Y(?W\R3Q@FDT+W&"'LL^L[ M_M)UO)L@PLF*TPZA58W M0,O'720>,J/HCC]N#DY65`EUH5M"Q7J3/U>GKUDS1V%2*C1QETR(Y\WDZH/+ M72B#G,EEDLD!2/6W&,5#[D3\DB?_K22%JK#OA([NYX9( M[X=(*J=W1&271YRE_V99$^Q=UHCY(\0+3,:%SNHGG&V3\F=I MNC3F)/M!G;R^>9HP!1KZI#8:2XFDRK+PQTPR6[%LP MB'C-8@9_"8.H2J$8?2#*Z:H!O2NTUGW-`)05'>%A<,^FF'GE.[%,J]:#<;!D MXS*#1L7YDS)(U.A5`U:,@7OX4<8_U9!Y[A#)'O&6)=RI-],LBEF&W>IYERC@ MJP8,K_K0#M=?@"TXLVI@0U1^Q#6]!(PH_:L&.A_4ZI$Z89+3K/'(GCN#2Q8O MTVA??$&E>,7S*-;/L\08@VJ@Z[7>HP1PQ!J`;,/.#J'?7L M6@@BD0K$=3W&D!B[4`UTOQRDC8'94Z[U@R`2Y4`\UC%];8YGC#X0HQBJ`;W# M7.W!#(5(6N+?&5=E_F(>#"0`@9C:9C`&U`##0&>`H9Z)4HE_9]FMEW$!&GOS**AO?IE8R6`D:Z`:3T+3:)S0:4&,$@W8Q@B/VIC7H71U5 M-N\)*EFOS)-I]9_"$U7O'^C4^]\T2IB@#]UA$J5*:*B"_:#=O;G40>AU-G"X MO#%/`Z:^0SM;20-571^T4M>WR3-1[(1Q'1.E8@W(^.AX\M'=/`:8[`T-;"4& M5$5[T$K13OS[R:^-X^6%^H0`)D!#XUJ)`%5;'NC4EE&OMWBN,4\&I@]#FW=( MQNXA$O.G/&?[+`\G'4J3.!I0!>"!5@&XJCM%?LVL`..JA'DD,*T66MEF)*AB M[$"7&-N"AJ2$5>DQ2W8IHV%22'UET(-J&55&'>C*3%+1$8N'"4P[A?8UQD)= M^KO1D*J:#G6IID@GJ@8'6W+AE8Q10@&:V!@*7PXD11L-J0KH4.LNZ8K>5'%A MG@=,T80VMI@'JH(YU*5@MD3!JHQY):N4N3`I3[Z:=9-K/YM=ASH:4A7+83O% MDO;@@7:MM%]?1C2:KVDCG*-)A40%O10!5!AUHS-K=!PH*I!9,\H87-/;B* MS[L,-H[K5^)`E3R'NG(X5_6D3IVI-^Q15$>8H@I-V['[Q:K] M]T/NIXJI(YUBZNM>%$-`[#Z[D7S$C;,BYAG`I%1H7PL9H"JH(TT*:I7[B]NFHE5YZQ%"`=J<,A5P3NOXSC^*- M%=&5$::60CO;#`55'AUIVB/:F(>BA$WGID>8V@F-;9",2_Y02<68*FV.6TF; MU*%"=B5?.NR62AH/G9BSJ&!CZ3E1Y*Y=\5SA1&I5(9HPCLD8TS"A]6W%A"I: MCC6)EK6$P('CC,GWS<.`:9/0QEW"P)UH%[ZH,UY*B\F>S2^"*/Z5QT]!98[&K,(94]@E=FM,A)."H`LB/Z M,L:D5^@"0^@ MJ&+L6)L86X?"_BAAUT'M,2;-0CL;(B)Y:LA&U4HLJ.+LN)DX>\K'I?V>U3TE M692<=XQ)MM#Z=L-"%6W'.O>T-F>DYIG(/">8@`L-;S4G$ZJ,.]&T0[4!(J^7 MI5GZY:R<<4`FF'0++6XW(%0!=])*P*4^R30CI7B`24]8M*),V*210E[9\OB9(()N-#V5I-"E6TGNG:B M'H2D:LI)BYFG`]-@H;V-TE&)!55RG>C=B@HZ`J"($B@B2^843%"%1K:3!:I^ M.M&V)?4P!GMC@WD,,'$4VM<0!NG`66C.R47PE5Q0I=)),ZGTE!I(11<;K3O, MTX-)J=`+/:&'*JQ.NA!6#_#R>IA)B^\%\\03CJIC'A],=X5N,(1/_9[H"55O MG>C=#`LZ@A-BG@%,3H7&M9,!JHPZT;;WM:'[[=D>/\'D4FA@0QQDDM#Y,P^= M1RX'TQL>JC5<%1Q3JG8ZU;L%MEGO,FRNUVL>LFWH+E4^B&0!(F\K+C8=Q5SM M0@ID2>,X33%Q%;JD1SA1E=:IMJVR[4AZ-0`58FM:)UFIB%K)(Y)YDC#Q%7K# MY,ZC2F:HHNO4T!;:C)4O/(K^PEXK*$[,EH*1,S8>SL^FL^G9>#9@CK]B'S(] M5I2XY$LUL['1X(Q)2ZH2XH_A&1-%MER>$.2>^7N'IIAD"SUG)5]4J7;:A52[ MGRL`V_1HG@%,F(76[9`!\0'7ZUL>Q>%N&:M[;.N3[$VI\NQ4UX[8JI[D1,CD M:<&:[16Q)\G>%--IH;6[0^,W?^5&R>T\?/7)"7UAKNC<4Y_(5_?!C1/&[M+= M.O'>`9I*<*A:[K29EDNN$]9Q1I6AISIOZ&K>/YRO?-`3,^XZ MJ<2B4BWS1&&:-/1)KXBB2M5337ENJ3!]*L&45F)W5L&$B=O0'5W"5"1[O7=^ M?$Q3O5[YXE??FRY7WUO]90J?D]U[B$^HJ,98UD9QI/76JB7H,VH0OI,TR9D`F/EJBI9;E;YC.7X M!7XIFRZ/6-J$<=9FF+0.G60!:\E%\Y%XLM]YPT?<^P_"4,HD@\52:5DP3@Y7%.';A(&F$O8BEGGD5,G(<> M>S,L4@7]F::;UDZ+8>WHF+*9M\@D$BQMDR6-JDHWULS.,TSBA[XT3NDE/PVE MU+#`K%E8@"SIG<((^T/GBO=GZ,1B#M!U;P9*:H!BIBE`<5H,:X;.K,5^#9U8 M^`/ZTE)*;X1%PQ:,4F,ALXYB(703M!DVM[()-6A:P",6Y8!^>R,\4D,>,VTA MC],1>,2(J5JT=+S$`B+0C\;YO']RXK\%.V]UM=DZR_C3>IULR!%%;L6(4TDD M-3@RTQL<.::O*(A[%W&IN*^CJC'1-\:S%E0QE:C47;.BMGD*L2`*]%UO*:0& M5&;:`BHG`[`\$B8`JA98T@3+VU`%92OFH<."+=!5QJ&[Y:LDQ?#^-/7%V4;\ M>GV^W7KN4MZ5=A<[\2X6+WUQ-V[LU,_4U&#,K%DP1L_*D6*1?(>-+"Q7BU%2 M2/[I%<7,TXE%:*#;WB2=*L"2W*PK?N)A7`=' MJ1@9$?;@B/:77)Z1^/\Y_D[>VSHPSPT6(8'.L)<;:LACWNHD1`+$)[]V!987 M.BDSI7,UYJG!0AC0%?920XU)S+N-21Q;?1@Z,(/&*\M#BJ.L=""]"/-O"9;#B_X;[CJ4LO M_56VH?Q\N0QWU7E7Y]00PMS(>8[#'2[NA%;_%,-BNL%>)H389O7Z<,ICCL40 MH-]ZC>&"&BM8='W:HSF!]8-B>M*#Y0TI0//C(&E;QB%<8,H_]%J7$*I;6OE* MWL%9G[!M057]%WI5?]"1@IST+757I/F1:('I_-"Z=D)`U?@7V@Y1-/"_?,^> MK'T+3+>'!NZ0`QFA_13%[D9,YI5+\`55KE_HO!ITOP\Y`DEH.'_=O.\Q]1U: MUCK?4T7WA2[1O9';S\1CD>>[G[,<*4 M=>B3'O%$% M,VLVAHJJ:R^TZMKM.]K?\0K3L:%[^DD95;9>Z)*M"8#MC6+ERHJU?%BS==$=.E&2R\0/V1^+_>U5E)&5:$7 MFE+JM^I=QE=>2>%45&-9/5949-]450O`PE1FZ!<38'E>\%UN1)._[5L>\?!9 MK%+J\M*./Q#E9-6`7IZJ.P4Q*@HKHK+BUJ2K+9FK@`=Q@BWP7#PYX:-,DBF3 MSHO7ZU-1C3\0]6/5@+:5UE%=Q8>J?Q9#E9,.56?,6:WL"(25S%BFS*#\?%K* MB`*U:J#[,:LQ8!6#V!E+6Y`A6'4)A'S7DJQG)9N6D3.H=-<[XV.R8[L2,:(` MKAIHCACAG$.C;K88Q$I;V>75-0_\T?5E$E&U)4I]OGG4$&$=\5A?4"/J[:J! MMJBU/AJA&3,NRED$&"+3(W[J"V!$C5XUT/UT61BJK3KG4<3C>G5K_($HS*L&.ES95W8PXRE[6VUA>RX&K*P!\Q0ABCSB MAGY11%3B50/=#$4'`4(&)#F%Y5S)K6I)/6LTT9+YRDP9U-\/J#QYGH%*H(BB MNVJ@`5#$O!Y-N]EB`;7**YFG"E':$<_TB"JBR*X:,""*UG!4N6BZM(@C1%A' M?&%+Q.;\(8I#9UEU7_IX0)76!]JE];INY2=)+_[CT^5O7SZQJROVU_,OOYW? M7UU_9>=?+]E__G;^Y>KS?U]]_86=7UQ<__;U_LXX0P-,7X>>L(6A(KSUQ?7Y M5?00;8LHN[%QY__<*O1H@KH`TU7WS;K5O/(LJS!OLDZ%C"$">/0$UTR M%+IRTX;,?UF_#V%`5<$'FG:=PRX4;"3OJ.R>]NPP&&#B-32O&0AJAPRJ3CW0 MIE/O=Z`"`$O&`$Q\AJ;MSOU_X^[C4\Q7Y\\\=![YUYV4PJ[7=^HF^NM=',5B M/)6S^Z''*:H"/="I0+?M9<905N^]DU1DOJJI$K6JNBPH*IN'"].DH6-Z"!=5 MF!YH$J:I7+&T(ON:E0)>]!JW_@IQK7FG[G;\2G,I-`>G)AA<6Q<'R=[;A\5.P^HMY,#&Y&WJQ_V!25?"!)A7\1$RJ M/#OR#<$B&"[30?(\3BY35LN\.$C&2B:5GVJBQEWZA_LG9N->#\91V>(B>;0\GU#ARJ8#UL)YN*K/@3U\*1% M:/A<98G5/:>?7_]C+$_X98>,.RB$M/=H5/[ M1B55BJWU\E,=38PO#$:6>J.I#G M:LW>8Z4WS7L<"P]`VVKW^&?/J1X7_R5Y?5=Y".AU19?7CB="QUG' ME@Q2!H"L>S<%X#)8[N07N+C:A"ZNC$0FIE#U[Y/W^7)6^;]SJFAT+SZO5Z MNO2YY=L@E'>>J'M]JYU/E3I')]Y>?*@CKQC(%GIYJ>0>8PM8P*1-:&V]+*C? MQ858_#P&X4LE`E2Q!7X\#-B*K9C31H=H>[\QJ()%:H MRIXA$1KS?&!"'K2];B&O4$$_BU>JE_I4*6^D4,E867<<<$S5 M^<8:=+Y7WSUSMWJ99>JN'0A.M[Y1J;:JO0]5>0;ZSCO?J`S&0C9J\Q1 M+\O5X#H(N?OHLZ4*Z2Y?V"IOPX)5(";U00_8!PE5]!N?6/1KR$?Q_AG+64F* MF&W_)G[ MN\I[I\<3JM`W.;'0U[Q+Q3-B4?B,Y<754Z*JP+(:QF&88!H@=($Q&*CBWZ25 M^+=*]1TG/22"0;%7Y@@XLG\S)XJ"I2N3A+/O;ORD4IU$CJ>RQT>E%B/V[#IL MZRQ_=^2E3U&PCK_+XVF2IFW(MXZ[VBO/EDXHWG%>E`#!'EZ8I[X3EVF>LP]P M?'\GAJ2-2D@?/;E;>6^9O'Q%X>GX2]?SI,P19M\VY,O@T7?_);Y!Z,@\&"], MW@B:?.ORIP=A^GGJ5)S2NW\VCSDF@D*XC&%.%4`GK030AFLAZL"78U!&*[1F MY,/44^@(`A)_%=._OW)_<38'[@P>3ZB*Z*25(GKD,`?[D_G]_LF-6-H;X6$Q M*D5J[)&#@RNJB,$CE@/&=[G'68X6[LI-1=2T47;W\[D%PP0FED+G=,,$50"= MM#N$W6),J`8A\Z9ZR[P[,;43VK4;=U*ES,F)I3MYK+J](W;NH M/%XN*YVQK!K+ZR77OY=JF@<$DT"A0PP#0M4])ZUTSS9C.X$2^6P1O<^?3\(] M2!RK(,$T4^@4PY!0!=))*X'TR$7A$;S4E?2]?)*/YO*^-IGMA8M'8?$@N]N*#]F&@;PD27P)CSL1MV"] MBLFZD)O3<'SMB^*\_(A7_3Q+E6TG)Y9M&_0%G?-84I#ME33O=DS!A3;OW.U3 MJG0[;27=TD>L`QA$8B12@]`JF<+D<)(]RXHQ0$EW<<`>Q2`2.NKT7BZ7B2%L MO?/6KN?)EY>[*`XV8O#9U_5$W8T8:L1*6S2XV8DQ\_W63N$L+AJHI)C1#8+IGEJHP3W5)6LOE)P(JO&JRFFOD+#G\;W5W[,/;E&$+^,FS`0,WO\D@B7U?KKE*J_3D^\ M`;5-IRH>ULI56%:'997,,X')K]`/!IF@:K+3+C39EHQTL?1VR^!M,_#2&%3T M]A;A4TPTAO08))FJ)$^U*JI#A:[N1QY8S![G2T7.LNP9YCV-B=+0U-UZFJI!3UMIT,?NG#CH^?OR M;"2UI&3&V?FIH"CFC^7^HYI*[EM6?=9R#MGN8OG\E7[>&?O^Y(HYQE4/3`]B MP1QXJS.F9I25W,*@@M7?73$Y;ISP=RZFJ3/FK&43/)*['USQM"5FI)@OG_S` M"QY=>;IO+:J[#Z[GQB]G8HH+@]WCDVQ?SG;)0Z*735O9K)GK5.FT%OW,/OU8 M>KN5F"F7SE8^PY7Z*"JE/9,?GM>5/9:#82AWF>VLF!,Q%1XBV>TO@BJZ3[6) M[BT&P!+9YKV,R>C0S*?U\M?`7QYP-%4XGYXX?<#AKM3/'Y^:O_,^?U9\[#5'D(9M<_C1E5E)_IN#GKB"'1IIEO MAJG9T-($7]<]#A]8Z,RHDO;LQ!D3FG:H.&95)UW:\]PWPW1M:'U#%%`U[5DK M3?O(*;$%%15/@K4J4#*'9#-?OC,U?WO-Q9RC=M"+*0MO*927;D3L24R68N12 M\\XNG\O9;/MA6?*=Z6?XJ>G3AK M1(L^-9W]+'H:G&$2-_2!.1RHLE=RM80YL\WSX/S-A=^!CBC^DS1SX5/5_ MUDK]/]5D>&`PM'`^Q'1N:'P"!^4-M.?^ZF^A&_/K]3JZ7E\44@FF'\N?NZAP M3,!X1E7*9R=.RZ'=$L5=6\5GJ*UVW^6GO`_$QRA-K:1.H3N,$\E*5K0\.#W# MI'OH][Z!2U7^9UULF7]+(/_,DK.?F7Z[XFL>2LWW]9D/M6U#ID)^_Z#T9BE/ MBQ:2]]*-2!;,ZUAX`U+5MY\%-3HR:Q4=:;,:,/M;>&-C.A:`@+XG+4J7H8SD M7/+DOU<^XIHC(9U3XQ3S9G&*10*ISQ_E_OTZ3,M%_GZR_M?%-?I`V1P+?4#G MV4H9-38RUQ,;.1U765OL7=;:3W)7+[:S0.%F^3[Q.19C@5ZT%3=J$&;>31#F M=/C=JY0?&8*K,H+H[-I@B6F>02SN`5U+8#!++"Z,_$EEC[_RUT&X299%#_(N MH66EUC.G!C[F)[X#KW&/0%IU"4-2FI6*F_<_%O6`9B?X_Y<@6'UW/>_2C99> M$.U"?M#KU$C'7$>DH[H?F:^S$G\Q[U4L>`'-2O#J1_%4\2\G7-5GAIE3@Q3S M5D&*-D]G^QW(7)B]:MZ#F`H/S:G?@U2U?=[%7GOQ$;S:L7(X+K_;AR$9 MDQVA'SIQ_X(J(BYT)(]N]CNV9WA>8!(?-.V)3V\U4/0/WAJTH,I["QWR'K6W M=:>#V$4>GJA7\M@W=1'1@QT7$2TP60]ZST;$J)+>H@M)[U3(7?E98#=_HJ], MK]8P4):4RP+':=+@C?,BCR3M9&C8$8TPF3=:S'D*5S7C27CC0,QZ2V<;[63R MI7P65'F9\J_GJJ\L#PNMG-A1WT?-GQ8(B0M,2(1`V4@]561<:-M=;<7H:AXM M3*.$7J/L7%C]8Y?>:G@?G*]6;G*MR8WC"CNGT?JBS'UP$[I!>,OC7>CGT?Q* MO*AJYD*'FGF*'N>;$(JVY#!6M,9D)L,/G) M/&F8S`L=:"MI5'%XT84X?$K6ZFZ#6+GK-9?WHXFE'8^_N)]>027'1#=G5='4K_K-?7=^-^1G)[3%+1NWG#ZHILW MG>7+>W@1#U.B=;:4S9MG$)/ZH4MM9Y`:)%ATL;%\_]*M&C$X8J(?&S MX^UX>O#L%831[N$?XE%)KBBO\LW4BNTAVG&P7.5$[*($[WE._C M_3,[+_]3#LUR8WF@QG'LBZE,EDO'EV+#8QCLMFK9\\C5$;0'OG3DB3;QCQ>5 M[3ER-Z[GA.)KN4F!E_2HF^_$RB*EEV3%-'NF?#9TDA3/>7+,S=;Q+1#K%UBL M!M)M^\^1&N59Z,@OKWLV2%I]7\P&1BV-E6Q<<(9XCGA85R:B\EY2`Q5G5I25 M*O$AAJM4`WJ6MH>Z5#Z@FY3+8@'E5J0&`KB M&0MH(89+5`-ZP[\MDUD->QDHPQ'.5K_DZZ+1#82A$!H,D@V,;Z@&CCY:JPER>6QT79)")'!$2<8 M!(*H<*L&]"RX3CF^64`"(D(CUC\-"4<*LRHK3K!>RV(;,>B'LF(5.0.J)#W0 M(4EK,@(V]-!VR?\MSPVD"N>?9!S4`:9B0V?W"%2J^#W0=_.J7EK_5N1B4YLZ M\@+FA\,!)I5#3_6(,JK"/NA"8=<,G#Q5^+T*NM/F`S1/,*:^0PI.LL/AED=Q MN!.F",5CO_@'#Y_YQY=[T>*K]SZ^W"6'-^_E291*5JGR_*"+*V?)W<^WQ/OI M&=9_5^))45S^2[:5[^!&HH8:`E%G`KS\A:>O>+LML#X/B5VOX!X(VV1 M?5-M&M^T4[)UF;-3ABSH@BU M8*&(Q4*@ORFGZ=1".3J4K&4RH`8]!MHR+[WN0CYRY:^;]R,6PH`F[<*/U%C% MH(N<2U4NE3_WXCW[\RV5K%5V_"DC%DT=/Z2&&H8Z0@V'?[O69%HJ&:#D2VC6 M$V26O8JBG2.^T/7Z(O#E+A4U0_J1NTK/*E4ZF2K3#[7)](W[EL-SRM5RX1 MLP.*ZB!Y6LIM`)CY&62(2>30IT8)HTKA0QT[U5L3E55@Y9&GJ,,N[!IY,`T9 M>H+`Q;WSXR/W^=J-+T*^Y$M+YP=+"[&LE!PI MLG+F'8Z)N=#>73N<*LT.]>?F:>K^A]3]RY+['ZUQ/R:@0NMW[7ZJ'#KL8O]X M(P">5#H:)I8-NV6:S7=OCW@2>.3ATDTVYJH+\EBP37('J%#G=R[S#.QBE>)& M5I0:TS./)$OB[22Y@!_M-IM5/+ M-G27^2J&_XC__^V];7/;N)8N^E=0I^ZYDU39?=MZUYQ/CI/TSAEW.R=V]YZI M_G"*DB"9NRE2S1XN59"VO!Y,2? MGVMM6(4BA@/]MJ14V&?709C6"Z/\.8'FB%9XL-HQ:;(ZR1`L;W7<_YXA\RFG MVT;7SP%6>QU8BW=S64.K4")EL()[0P0#/B:]5,?('_I@5=6!#5?R MCI@CPESHA_"*/%!Z3'*MCI4_-,**NH,^1%T' M8;>N&\)N>3#-F61A'<5N"/:J:T^%21EBA>*A#:'X='M*HGP\-D61W\OB[D>9 MH4E/UGO?#0FP0O+0FI#/G,MC#9<7/1$*L: M#UNIQLAH-Z];=33@S;HJ[)X")G%7[WI'%,#*NL,^/)Q;L.'I69S1A7VOZ@\" MP3NK6V200&\LR$.3SJM#XX@B6+EW:$/NO6R`J,/4U(7],3X/3>JOWOTX&ARL MP#^4T3U+I>RG-,FR.QE0])8':&[D!585'K9RV+U\Z&C=X@.YD`UA)>MA*DGZAZ2(YOG:11?"D^\E$M2M#Y%R= M1>Y)9%)V=:Q\(1%6UQW:2!F*X8XNN55W5S9.(@A65D!$#>ZI8U)U=80Z.2[U M8;N+DCVECS1]"9?T\3E(Z3M(-7"7;',A5@0>VA"!>^D2T[&K\G%$/H_P!UZ+?`_J(TG]3'$: MJWPJ$8\5)V6NB'PRX8_V*JJR@IS*;#L1OETP&ZM+#_O0I7MENA*BGYML^4B\ M3E)YLC4XH'2F,'^I,E^<8("`_&0#>8%(5*KCI;%X(4F?P5O(_'V0MT\:E:6; M'+A/PT#/;X>@4TI^%^48A0=+4)-@KM/K>_U01EC-?=1*<[\L;4K/\P#WKV@F MOT)/Y^P'.?`/G+89XQH:.(;&$5]!Y8:4MZ+R,0?HAA;?58++)E&@HONQ,88R7UD0U)O;$9 M)<<9*Y"-K4;K/!3M32[C'V*12Z[W<*\98*7K4AW?T M2;C_GJ013]'V=\`C6.=P5!X\C,4A^CN8MMG5]T6^)Q\B<+[9\ONSYW#GPS1N M4IYU:#!Q'EB7L;D\^/ M(TZ1SX_#*_[KSR'##8(RD/]<)-_(0RSBAO$_AI,?KZHH8K]`:(9XE9"_AR'Y ME?_,_N4!F4Q:M`ZM=3)A->.1E1C4)O+('SU:#)A$5[U#K4.(%4=']J)&'\'1 M/7PF*5#O3,P\#T'SS]N1C;'"W=B:<&=H1;5^@TO.@1R;5#.]0WL"$JN8C5LI M9IT26I!!YLUHE5N?G'O_8LV:*%!>EDQ6_3>2IV#WO,YY!;DOAJ%N\*B\KM;I? M`HQ-FJ#.GYYXB]4#QZWTP'/E@A-CCS^+@;%)X],[%0'F>[JF:1I$#^M?:%Y^ MI;?QZHOXOL`H\K!^A`])7H20T,V>^6.L!CBVH0%>V$CES!B_'8825@&I!C/X M^&4=W)P/!7@U91$B*G+/(Y.2J&/E$8^P.N.XE<[89N6")!,0B*[7D+*>3SQE M7\YIY")I%2A\DC"F$ES'$?7KY(-HF_RKAR\2MN'2,4$`XB M$<7+,.)!S;EL4@:J.RB9)U)+"5=\J%,O>K#@,2FK.OB]$/-AQP/PQ)M/\3+9 MGB(H5G\=]Z&_(AO?`5%AEBV7^^4!&;&T/TKAI'P=4/[8^Y`W49)E;S4V-Y3S M@-@F95@GC8?$QFK)8QONR1T1^8+%8%4?$15ZLRHTJ<4Z>!X2#*LOCZV%^^V( M91>N$IO'2O=D,^G:.I"X"%$0;/=6!!?ZPOK@D2Z+E.=9.2%38,7N<1^>P*?; MIX0+XV&'@S)6%/BW9%5A#Z8VDTJNH^"$#!.L:#ZQ)IIWQ@#G!)B8U'6]Y]T0 M`"NV3UJ)[63\".U:HG M??BNFEJDGOH]C)^W9&6JL$3EC6)%`>G*5FGP%181D,X[V%#W\\+$I'?KP/3% M"*R8/6DE9K>9"8[1H+[&\78Y/[75 MPPJ)DU9"(GK-KS7,L$;@)U,S`FGE^`GMK`X'#F>HA3,T:((DS'AF$0A*6/`@ M4^SR)GFA:R875E6<6'.A;<E?W"_44JQE.;42EO1QE?_884Y-0J'3U/D`"K&TYMZ(:MFU=[U*LVS"K9)V7_Q^L;C*:^_)%'T M,4GA]E/1V*=8175JS5?7=9=5D8,:H@5=G9D._(H$/.5LOG?/B"JO17Z' M%R/RS3Q8?YIT<9T^G7\CGV1.MD^Q`;M?V(MSD;B9X%C!?-I*,!/@ M%?FD9$PTCF)U9>YY95+K==2\XQ56SY_VH>=;'<0.5I0!VRCQJTE,A7W(-,)Y ML-\VZ?SAO&FR(NAP(@C7 M33Q:52-Y6"OKX.,)`F98>\3L/'L$)N]U+QU4A7E4=6KN&*ELNYM&4OH-_NT^ MILS,9`/1(?YNR8JUF\QLV$UZI6?'607(:[JK&VA/TF;,3#8:G0K?+:FQ=IU9 M'W8=[\=@]TO3FK_Y/P;IFS3/E+)?0C5F=G.$)SG>< M#-L_PUJ&9C9BL6!;:PK&7]7$S4)U7:2LC"B)+7[G]1&?$JW,3+8C'3X?.8:U M_LDR>,D%Y$_^`]AS-XRA.`*K%LY M]!GA[H!9L=L)+L#%LG..W.;!@&XR8.D\]O%CPQJ@9M9.--@8U5\.1O4_ZU&] M_,3<4\EDY]%1PKB)"!&&=5]:T-4'L2$%YPD>J.X^#!9LD)#^%/RG\@:>1*_N M[5.VS1G6]#-K9?HYLK_Q)1C,B*25DS)YH(`:A4?J7\7-WI1Y+VF80T],SNA8,YJ5!WRI2H.XU)Y@WOT348:O<<[ MFT[`6FYG=])+8=ILF-J/Q M3P@W,-*H]9*R8E+6[%>*R)G)<*-CZC<%L5:'0$ MA`+_]VA3#C,R-M/%/=HF.X?>X7VBC35-S&T$93\%=/.BR3W$)A.!WLM]0HR5 M_N>MI/]+)Y,3D/\:RQ,>,I@AUU1A`RX.(ZO?.D_WM-T5;.U4#0979>(GKF,N MV"201*LK$E%N96(5\+0.7R&+`UL2_4%SRJX&:ZB"9GFPB,+LF4NL=/D<)U&R MXS;#I$FQ>2[US@V-*01E3"E_1CD'58-3F7'B!_+AF\Q%I=K` M1!/93;)A\.SJ7F@PS'HI'/@O4?@S`%.9$*M86M+*I?%'GF M9];7;-6P>HB_0(PS4,7?,8BR7^-D`9(\Z(R?8D:-+P>B.MB2.F.C>3B M'CXFE@8A0281=QLL2L*\Q0!\^[_(F\%;8`RK-@,5EI\&O&+#>5:4-C/VZNP9 M>239\(8]EMT'/[\9OA7!DM:0SB<4-H3ZAZ3@3Y;HDS>``/T6;'<1FS;J8JN" M&[->1=\M:20F`=BM*"P3Q/(@?/C<9.?2![;O0[W%SI;^$>ZEQ;C*VZ43PEL_L=;+; M;V'SFAUK@IO;,,'UTR,T?3GZ'QWM`;I,A3V?$]TMNK!UPWD=ZX7[)_O3, M>"I["!9(91+C@,0%1$.0.8R!.V4.8[&4DLMMO@7^UVK[7ZOM?ZVV/5AMFVSQ M^JCG]0#^/MDR\C4.X5A+_=R&I;ZO7NECA7+5L$01;^#!(L5D[-=I\3US'.L* M,.\C$4S?G#]8J,@51E:IW0Q=NA$IE?GL\D*SG)=\4TU)W&);_ZXL'-XJ,4GS MP_0%RLJCNX7'E>Y<75J*C[MGMUR:L)5)GH:+(N=O4?I#)^`QS@K^:W7RK]5) MOR.WR4%&'^Q\';EYG:S*LJ;]_8G8WI,?D=XTO`([/EV.>LJ%Q,(?P.NOWL?U MIZ``6W\*!KK\$WT*2.<>7L'WM6[O]BOH_B/P*C*_@J_Z173IH>3;%X%T@.(5 M?-^K_--?"&=HF3I,I*!AJY]Z[1SF8G58+IO,ZW/G2Q\%*Y7=73IG?::,*`RZ M#7U8"ZR:0+G-*PA_A7W+8[U6U/!J9B_2MXM78&=I8ZDG2DK6U2L;PJTR.*?5 MX+S@@W.0JQO*L[:*[OEJ<*LR8/X=\17I2\4KL#[:6J9NDZUG9Y72XAT\&(,- MKB@&7GQ'G$;ZG_`*.E]3]SK\RF7SL;4QXZJRHN8/(LJ3#&MG#X9?@Y>)`>Y. MCA)]#&.VP+H/7^B*GYI9T77]RR?6T_$FA)2_O*??[7\._I&D=Q$;)([Y1DU^ M1/J1\`JLC[==]4)U1E<+=K&B>1!&4I0N:RF'V*Q8_(,N$?BNC>FR29/4UC*(K+@5R+1?N7NS)%EZ1+.$=?R"WZI\BY=86K/(K\XOE MS^RK85\'&/,W:5+L^+I[0_GI\P5=!D4&6BS=BP1?X3:,@I2]5B@*[&6PD3C( M>5GNJ<%+Q4$.\]F"H,CC`&2OO\_2%=77@%G<\-77]OZGEF M42/A%<@3S&6E\L>ZVG+>8+3D-1->M2].ADK?J_3K-DOA"XT+*@.IG?)TG?R( MM+KS"CIG4T,CZJQB_#)1KON#L,&(;>CE'A%&VIQY!=;GZQ.(BYAJJY#=E8DS M(8ID),B0UK=Z,,T8#&(&)#`[DJ(\0/98++)P%0;I_F@FI\D-UF9U8R.)8',[ MJGU!58+41;Q)!J?TB@*UWM?]0HVUR=RT.W#=1L,[B?>'`@[&Q)C=8+?_&2HA68QOJ1`#\*I&7>7AI7L`] MNB;I7._B_M#%*M\W]A+CG05QQ"_S(&P2DO5N[@]AK`Y\TTH'OE1K.PKV M;4S"E"W262?!&KY@>_2O>K?.I2[56#GO\]#7/Z ML%[S&$G;71"FW%7Q1`S%R0U6T+UI)>BV&49:M,X4!?Z*?(6;KA-VE_`2KN_[ M=_?D,$F1.AB.R8%5&V]LJ(U(7I"_'])"N8W\7M[HP<[2)!;J@'0;]^=$?+63 M?,'JB3>M],16:Y*+&ZO%B&H7O]"#H<8D2NI0^<4DK&YYTTJW/'?OTAV)WK\B MT:FXK!X-3"9U4\<+FT[O"RU/9+#>V*3!]JC./<#*FP,;\N:1AAQD]"1U&2(+ M>6/2&)@43KV[>X8;*W$.6DFY:GF$H^[,1='CA:#4PRJ(Y$ MYTQ@Y6Z.BZ$#K!@Z:"6&MEIWG&A2203XA30-!NZA-TF;>J^[@!XK<@YZ"49Y M)@N>GBDYR@02%/ESDO(SFXL]8>TB[Y(@Y?X^[\.4K1^2U(>APB26ZE"YX`M6 M-AVTDDU1"P6='XVTX*3QQBHZ,"FI>L_;@']P`GZLICJPE^7H1).4F6+@\4QA M$CWU7GQF6+@ MT4QA4CGUGN\<_OM3QS@'6"ES8$_*/-ZB4PQPC[E)C]3[VP'F6-%Q8$5TQ,'M MUW'P@4D\U/N]?^R'6`%QV$N&G/.X<&\\7LW#X33(2Z]6"U#4Q]7"T"1&ZM!A MZ%,?(7OX&K-!]SGS1\@C+@^J-?((JTP.;03$.+=5U6"B'*2K;@`N MB%L(OX?(F]RSPB1,ZD"X9`56H!S:$RA;4D/^R4]I\AA:W"7_713^]1>,%\MD MNV5_9YP@R==8C">5L\Y2C$#/2;2BJ7OBF&1-'2N7Q,'*F\->Y,V6''H2(>B4 M`[\PX0@_WG_+#CG$SRR&V2DNB1AM(M;?0;AC]?QZ4@UE]=,]F-1,8JD./(*% M'[(\W,(RX)&F+^&2?N;A_QHYAY5(AS8D4G,;JF,#Y54B+Q-QW3VX)BE4[^'^ MP,4*H$-K`NBY"&<281G$,GFA:?7A\]-@F8P$R8^$L16M>Q*81%$=B?Y(@)5" MAWU(H(`X:[8/E'=B7"H%P'JU5-.AD+=!-L:5;%+F4S M6!S!EFM=Q$MX_X#'88,@%62;I/2:S6'Q-00?C3/Z9P'S7!"1%8U"]F+@#>#! M'&22876:='IP]3&`$^.?65^S:7A5>D:]2VD`/S1R%RO+#OM(]M"VM:=87?$6 M(#`6]_B/#PPDNS;R>G,7PGY2?'EG3AEEX=I&V#^M@W M(\)$1.$?[`-X3D1AI6X*52;+*C(1A9B]T`/;Q(,$NPI]U"_%[B'^"[\4K(0] M[.=T_WE?ANG8_Z/\!LI[2>5>6=[MGBXFL5M'Q@>Z8-7OH;5,]9=SIN8*H\E" M7KYD-'VA?#@]'$K=L\LDI^M`=LNN8E%%<,^$@S(;IV_CU0-$"9+ELU-L&V'U M]E$?>CNV]>N:7S(4>R4#R_5_[3O MVSP_,ID:=-;Z^&EA31`C&R:(KCXEXSI`K8G<'WPJO#)2UN;/PF!D,EKHT/G( M+ZPQ8V3-F-$=R M\=0GG^);2&,#:5<^)@R>O#4/K*Z;$FO8=4-Z# M1:C)>J3SY3O@.-;L-+(1T]KRF!P35G&]]%SL":N;U)63NXJM5?V$/8#()W!2 M\F>0^B'N.6DR9NGX8B)7G-/9ITZ0C[`VKI&]P"9MVE>%L*@8`L-9JC#D]5CF MGB$F8Y*.AW.&8"U)(RO13?#D.#9\^!1)8&0RI>BH('ARE\2\K440/521H;)? MDO@..BL"V^N#"%<>;^YID-'C1T)&6(O*R-JA@`M;6BW#>(AYI1*BU.*>*"8C MB@Z&1T3!VE)&?81=QG+FR-)]J3`I2%-8YH@(2U_#')+QABF;MX*49\"#(2M. MXNME]=0RAT"\(1$\EP2;E(H*KGAQ-00/6&W29%4L<^F<42:Y3[+"E&)??SXMAD M0]![W07T6!O!N)\LF.>QX.R9KIJFT/,<+[TVLL_]Q#4VV0MTR%WP#FL`&-N( M>7W1:%.5%!-.YM&,8U+>]9Y'P"^CX]'4'%XO/$D#K*0^MA8<^]RF5;G'RO*- M80)#'V8BDU"MH^"2$E@%>MQ'-.VV[.AR#R;RVADW5M_7OFIL4JAU_%V2$2M. MCUN)TV=.4U:&)H^F+9,LK2.!H,7/0?H'A>7<7;+=ACG_VDX0`:M!CUMIT&TF MJN;&E/A7)=Q#:U*2];[M%UJL6#QN)19?..&<1OG<*:9.O0!3`YL-7L(5)=NR M?I(5.\C84T\C,C(%G*5ZD[V5![1"/K$LJID(4IFF8"$5E[E;@#'>-F1+A?N* MG"VA_Z(K#Z8ADVJMLZ)?4F*%Z;&-$# MXL,W<,D.HKLBRY,M&[[?[3^S#XM]9=LG^BU_QQ[R1Q,;)E@]=V(E:C:FJ:84 ML@=>&-QSLZR)5%6!=T99&?D=JB.\/O?V MVTNUM/LD,Q.3)JQWO2L.8/7@21\NUIW1@=Q7(1_=$\.D#.MXN"(&5A6>V/!+ MQA#AH+1?P3\G)EU61P"ERU8'LA[6[XJ,-3[+CF:2F6"5V(D=);:I';7V6I6` M14-9QINT01.3V*IW=K]88\7621^A8TYC?_3,3`QK0GE<&W*MBO/7,OSKHJ2) MMTFT)R8E5P>N:]ZI=W3_: M6)ET8D,F/0_HQIG!JZ6`23#5>[UWX*=8173:1UB2\XCP)&.JI@<*0VE^82.` M%!P@CD<9>K6<(*YXF6WP#U:Z<@*`8Y0R#!X)<_;O*.(_2EN/S++,"N[2D"T_ M=T$DS3^L.O9#5*S*\"(<2.YERR>B)"L-11Z[I99)D=>S\HQ=6DYWV MH^E,LHH,#UO%@"MND>.4>E2712H3XJ`-90SQ1NLQ+>[9@:IU>HGAG_LQ8K`4QM^P3;&15Y/=014._Y9AT2J;_/&C#XU MB<@Z=)AP!_&*KMF6.*?WX0L%+S<&3\CVUK=9QE8?'[[)5(CH['*^-1:H/BN:/R3B:I7"M^N(4+W2F>N>UJ9E'0=,1]IA=7; MIS;T]JX85==SS2LB=4U$5$7>5)61LK:WY2A65^B>82;]7@%S2P/@@6 MIH3?2Y2;KXB\G8C[":^`L!K(AYC/BKP2]]PQ:?@Z1IYP!ROL3ZT)^P@"E43) M!%$@KC#,76Q!R%,!EJ%Y1?:*-;"-)[NX(FQ/P/:O*_(FC,NX:F_=$\ID)M"! M\X106-O!M(_8'PAN'5O]E_1A8U%JH&"1'>9JO,T6(%$O?5"\S#9*G24 M$>Q[2FF0%:G(E<9S?&:WRS^+,*6K7Y+\OVC^2/,\HHWY?&98J\6L#ZO%N:T\ MAV=Q`8H%T(7G@)/Q=2&P.3]"OZI$MU)F6T'82&GU7@01USVR9TISL@)B+@H9 MG9='YLW$BY314R'.K\C;(S>@[CDY,QDI=!JXY"36'#&S9HYH2T11!-ASD)FP M@6F<2V4<_I))-?GDZ)@_EVJ&>RZ9+!(Z?"ZYA+4]S%K9'LYSV1YD3WW MBDA:E?=<$7878;<1>9][8IC$?AV+KH@AEB.R-^Z2+/^9YL_)F0S!ZONS/O*D MMF[N>6+Z1O7@B)!I)(45(D976?_[& M6]Y:#V92D\U!IY,7),<:&6;6HIISS[#J_LQ>T&ULFRMSNZA("!I9 M515YIMP'A%=&1&U$5D=X?4142%B-[CEFDO=U]+SD&%;LG_7AQ=\9W;X0AUG`PLY%>M?-A#FHB=57D;RWXY8]GT;4INZRT+@T2B+$5&. M_`XE/4#=I-SK?=XWZG.L7#_O0ZX_BP7*[,0ZC6Z2-/PK*(^>A%4-&0F6(`/( MHVBU&]>SJ-C]1#0W">HZ4#:H\C[9!F%CYJ0Y5D>?M]+1NR:+:%S#8J:DC!#7 MORNZF#1S'2H'=,%*Y7,;4OF9]#@^IXBR[F>5N4D6U_L=@?U]$F^>:+JM^^-$ M6+6XMQTMB6$G0H<`WN`.H`X,$7;M*%]7[N%66L_COOP\G\)."O)H&< MIQY2_<3K::#:U4+,1YYH7&C"?),+IQV:L!QTSZL(YRKQS#ZL!S&SKP68,(@1)$*>+/]G-NDG3UKD8E^^89)![6OY4G MUZKS/8U08\7:N36Q]DAKZE%$I,Q@G[OAL)Y[Q$T"J][C/2..E4[G?4BG9X!_ MS!X.L?/2#`(20VY@TT%.>5Y=S"#LWI`"]XI$9V:5?D(HY`L-M%^]*K:L7NR?)P2=9T MQ38Z$"2*T!'F>AHLBYPG+ M9!RQI?%CA4GJ!2]BK4Z\7.PJ#@&QCL_J-" MBOJ\@KZV%R<^HN8]AKR1*'<2?JM[GAAT?P,H[GF"-`7P"L[@R5SP)*8;2/9W M;'FH%L&PYJ-Y$''/#(.X;X#!\HJP+4V0XC^OP,DV]`1+SMZ+>CS4&`P(!L`\ M(Q32I,`K<+ MJ/U[O$B_,R0!L!K]31]Q2]IQX=C\Q64G/CL=CS@BK]1>P7Q:8[/6EN>,7Q<\ M>0G4MJ(K<5(Q(T$:\A@C7&^JI\8,Q#$X4%+PS'BDB-FT1WZZO?TLU#%N0Q#A MTKE+L8C3RA[&9KV0O=-*O>,PI];:3'L/9D*3^4$G6Y>\KSRKLE?1[&_CU:N` M]HU?`]8(<=/*"''I_-BBI4=GS;H>0^1^H.;KZ/WN:64R+>BH^48KK*'AQEHH M\RZXU38OCGL6F;1T'23?6(15UF]:*>M=3=47$,J/"3PX'!U/\_J*__KU.5P^ MDR4_\Q/M10"I(`K_`M/7FF3%>ATN0V@8>_;U(LC"K-SULG]M:`RF*6%/D^\H MCA5QLQ:-Q488=M[E6\L327GP!XT]F/=-Y@>=N8A/Z]>81QVAJSOVOS"_A5!= M\.PG'M`7^NYVS0:X=X(2C\"(]^S7QJ\*:X>XL1&Z_<)&EA]0=3L1]Y.J`E+7 M0'@51-9!>"4$:G%/(I.E0@?*(Q)AK10WUF*X=\:DI6!24#$IKYGTOPLVT@V& M5X3U](]7<`(FB7C0;7G3.@#M,=_+X=@]P4R6"QU$CPB&M5K<]!'3']_<=1%V] M2[;@@2..+Z4I>)*)&`EUD<_!'GZZ_1JDJP]_%JSW/\59GG+H,Y[([>DYB!]$ M`/_/PL`4;.AO;*E%5P]Q"3W/%/MANXL27MW#^C_H7OQ)&TD_P!I[(N(-B?**(E7?-3_"_E`F@:G? MDX@792M=HKPJ?+WUR\)?['5)^;[./["!R4BC<^V_PP>&-0<-K(7(]ZT+RZ], MX3[D7Z4IVQINY1S"HZF_5%\$_;8+T^J#^(-]`E16)O\A_"/+JD4 M^>_P76"M8H,^4@W[UIMGN0^<__E(I^'R$RI%G>#@2_JWS/@M<=\`7@-T31"[ M/UJO4$+]NKHT!/;'AX])^C%,L_PC^P3^BP9I]K#^B3V%+^;/^;RP-L>!C5S( MWG6?#PL[$#[YNQ)X6<+?%KY"_KY<++KR;'%GLCOJA/MO\9EAC9F#/DY4>=>= M74YC\/EPES7^":WA$]J7G]"&?T(K_@EI\YH'\Y7)TJI3ZK_%AX0UWPZLF6^] MZ\.V^Z3&+^3HY^'^ZS!9D'6>H+Z.),T/0\[]'.00!'TOXI'>)U]I>C(;Z'2` MM1H/K`59:]O$>D'$[GL=L9,LHR#+PG6X#(0M-H*;U9P\6UDWX1_'%6,8#7(9 MG]$]H4QV4QT['PB%-9@.^HCA=BFW3N26;6!4&?GSA5T7]G\UB"C$C0XWS]&> M1"$;=E"!^P<8HV@0SM&T,O8>.Z`QF_W:T`;FLR&.CH^4`9KUAM:-.NA M>7-DR=\\GLDE?T2SS(_U_M!D;-.!ZSKOV".%9"?BMQP.HWR*6:>^!)'H_8>X MF518F]C01CRX"QMY*L>8J*'\F==!RDK*=""L&O.8(UJ:\S)@HV!26;+JNUEH^\,ED/=$Q\XA/6!O'L`\;!Y):)RP1DCPU MI?AI!"`LJ'R$NO3FCI_M%^M!D@M`1[YF-3U^31C9B#05#&[E++FQD M%W,DJ\8]BTQ2O8Z41RS"*O;#?G-8HZET_AR9^\`GDU*O8^81G[""_=!9ONKS MJ77&',G(\T\X1YJ4>1WQOMG(:FQ>LV$E^F%O>:O/:68G\R14Y)Y+)LE>1\LK M+F&U^Z&U:&ZV"-5BMO2#52:I7O[(1M2V M2UKX.EI7>3.1=Y.R/)'W$Z4"?L3,/75,PKV.D"_4P:KV(VOQW3#\*=FQ5-@! M0Q`W39OM`HV<%C[Y(LSVX7&>^$1F)AU?N1C7!KIUI3 MV:1E.:(4)+PD^;TLZSSSL])%*OJ=^O%?BCY6+1_9(LA^OX5?W^)ED9KTWK>.'%8]'?8C'1BB_ MU/-XB2JX)`8$0KQ%<+B8D2%FL_FRR/)D*TX"Y&6@5A'T[>;'\JP787]MV6Q? MA9*+\S#?_UO&TWW'A1>[6I,6K`-HG3)8?7=D0]]M^MH)Y\7OXGM=-,V MD[V9*>6OSA$B!M@B.:W MD.H>]Y0P27TZ#`XI@57WQM9<S&?;C;MJ3-,?$WKBBUY>-*329UR7ADQ:BM%DD8K\*7 M<%4$4>1!6*JQ21[48490#G)@LS=ZOHU7BDKV0:3^+04TT,RD1'^[A11C?W'P MA-&ZD8U8`7%LP]T6W]YZ'R-JXF'E58515G9%*OT1ZKNJC*9JE=+%R#W13'JD MCJ"?1,.*F&-K(F9W;"O)$ZCDD6X@W.^CY-I*8>+2"ZU[;-)*==#\Y!968!WW M(;!V1[-S3*TF"L)2+=B%N4RET3*/Z[J:--D' M$??7A,%6?0$/YFB3KJOS!I,M]=N29MG#^F,0IK\%44$?7FAZ%Z3I/HPW_(=& M^F+%WK&5_,PGVU.E8>8E@1)0EO!K!$J3LKCXS3T)3,*PWOMN2(`5B\=]B,7G MD^)$$"#UA#D_6,X#E(G$!8N]C)?!@YH!I5XXI2A[.%V)*I8EL_@E#\87DWRL M8^J$6A.LI#RQ)BFW&&3JM%,U(T+N-20'GT-*.&?$Q"1'ZU`@&%''!T1P`RM6 M3VR(U6U:9HB6^-U,2!.3UJU#XIHC6,%[TD+GOPXQKP7#TYF_AYOET MF*8)5DR?M!+36_GFMVI@E6-8EA#G?0*X5>RZ5U1DWZ*O!ILK'D9.'ZG>A'$Y M5+UU3R>30JYCYYY.6#5\8D,-OXQ)RM)'N>^*5`S[PN-"P\U^!8F;F%1N'1GW M9,$JVI,^<@E?1IYC"R/S>%,&(5\=#&!%=GST\F`]9-*]=6A1NO<.E-!X\VL< MGG#[G&"%[$DK(;N=D41KA>(K*"X1N.;>E#$Q:;UZU_8$*5;VPH"&.>DJ"T,>1!&`,-V`?/!X:*%P7PPH-OW:3_Z@#U1`RLX#MI)?B>;7D_ M\S/WQV%P8I)>]=[M8KWP8;VFR_QA_1#3>AOX.0GC_%.\3&F0T4^Q.KD^Q-6M M33288L79J8W8Q%VTV+`0%;7!PH'5IZ;*XC62LDK8&A\L4R$00EV-<\9-3=*N M#J2OC,-*OM-6DB]VW=H!`X].8=M=("@)\1]+[[,=YV.H\/%P7V@NPT"$+WR=1%*0*X8(#RLG#[V%LV$;)5)XUY=PSSB0CZT#: M.!(=KR`>3Q11'D?@6LF? MV4F;SSA<#PXZ:HVDK)*4=9+?1:T$JB6\7O=+O:E)EM:A])=U6+EZ:DVN]HAZ M[FEFDJMU[/RE&5;&GK:2L2_-QM,IXXZM\:H#!/*L`>QA=U`-^"HV^N4"44.5 MJ+N2J)%\%0\6?B:M7(I''V.64=P'#)*8]-]SXI M%OFZB&[EX5\.X`M[OR3=/RPRUI:,]1>[XTSV8G7U:2M=_:NU=' MR.N>J"93@H[T]T54K$5BVH=%PCYG42N&X)#P:4GX'2?\3B'\JB1\<$#XL")\ MHKRJ!RL*DXU$IPR"\4_!MSM^8)B[2LE@?]DC`[]9(<+:2J8V;"5'&E)Q+/A& M1!ER4.B*\&+NT3;93O3>[A?M&=8D,NLC=/0YZ#_3\DR#])7(&1_D:?FE.9XXG"GWHXR;P83F8F.X3>XYTC_I$R M_@=1(^98`\.L#P?VHTUS-*2LQ=-]&E1,A@<=X-XIAK4GS*PYK)_'JR8620:X MQ]TD_>N]WCON6$5_9B/\\MF0F]:FY*,OD)MD>+W#$9#_FCV![;:`?!]L]RC# MG_\$*=MC>(=W2;S*;O.SCJS,L*+[S%HHYDN:6;+DUQ\>?R!Y=3OL7?\_)6C[ MIJJ$+*`6]Z0Q*>(Z-KZ0!JMUSVQHW2B^/)+Z9L+N)F6BDOI^PBL@M[EOYS%G M)EU:Q\@7\F`5YUD?84^Z(Y,<>KXG/IGD8QTVE,-Q!.<*/P=IOG]*@S@+N.R8 M/;"M0?H$"_I&]F!EX)F-J".GVU.[(_.2A!7'WQJZ925'5>]\- M";#"ZJR/J"/=D<(]&4R"JXY"-V&V%&\&*L),??H,T9MDC"@U0M/N:("M.5:1 MG=MP4L>T]-SX@(?A`;V.#C@WR:TZIV[;O?T]PD-.M4\HWK6!UZ;LW1O0N" MGXI^:::H)-75(:?=,\RD,^L`8K:"CW)OLV_<%AT_03C':LYS&S[L9S=+W^3M M^2STUR;A*R=82<\@6K7L_[=$F<8V7P>1^A M5#KO#M6H#QZ'J3CW)TJ)5!NB!O`=A&<2N2!C>P'!X*A^*)\[):_+N_B#@=5I\%V3&RO)S:X[@UA@LRQ%9"%(*.5:I_4KY MN;J3/\(]#TV*O8[H=\%#K,`_MR'P>T+!1@:2^A'D=Y_.S,Q-9@0=8\Q1!&7? M_G>VI*8/ZS7XU&]W;"D$+_&POO#,WFFN8NT0Y@X M&E,]#J9OY*%NKQAMLH7H3/@N&3W[$6DRX1587]+VR/"G8%%`_`MEA2M"_E87E/O8@IY3T/ MEBL&$Y>!<]_S!X2TD/$*[*Q97,X36R`$NAB#1$8'E<\"'O^5^&5'IST0A+Q,;+*,D MWM#T;>VD!(1;YL([:0$'$I<)7XJ'"[@7G*!D5A7^HNRU5\4RKR,Q\!R46J'# MZ`P>C+,&(YZ!33VS&6F.XQ5TK\:=P=XR'E)=AE2%W&-ML'$9^KIGK)'6*EZ! MI:U["\#K<>E*B:AG@%W6^/CS6E6JLH MZY.#;>L'7]8G!CN-H<-[AQQI8>$5V-\OGD,!'@-ALTGIAN?(JJ(AQ`R=('N^ MXBX]^5Z2A);"1TJW1\ MI%QMK/Y19'FU'4S6:[;:2+.#9;1\L'QI^6SA`Q[3O`S4<)"I6^J)*[JF:1I$ M5UIV[7.6[3^0VZSNH%QUBX+7B=G+K\@B8(W^^LPVO,L@6A:16*S!>W%/J0WE MW<>>L-@KBSDX8/,BC*I%QM-_\`WR*DPAUO^6YL\>.)@H]%4_RRZ-31=]EC=8 M,]&-M=R\K8=C+[>+-R:[B][K"-Q_88-8"J5O%VQ48%]#(]98*\F-C5R[VNN7 MT%87R._E)??"[HW)=*%W;"]P8FT,-]9.7O/H\3;*QWKD]@8I5>&^L*;SG(>O!1VH26_5^Q;A# M)FDJQ+B']8\5'HS5*ES<[IXP)CU31\<]8;`2YTTO)PXNXLY[FBW3<%>2)P#9 M&\1O8;Y7=JEYPB[1ES`ILHAMA+,,_&;7;.R)EV$0U=9-M@,6.U6^W8L/J@"U M'G:0;/6O,A:4=WCA'R`J2T#8@`9'0Z]$;B/E_5[OP..`!R,$;L-)'PC<4)I) ME:?"Y=K:RI[.M\UB8WI8E.V6,_*51A'\]\W-6W$2HDI#)\RO]8NSMPZ6SZ8^ M4&S`PK*PAZ=?%6@SFX7A4LU%F4>?'M;YL""0O)G:.>1/I;-I54H[S@&WT!AA*]8Q0U5 MK*@X6W](GHS;H;;!RGU<;F6\40?63@_(=#.P8NT)-ZWL"6>NI-&3\$,Y"1], MP;=>3L$FFX,.2\=,.<$*K,'AIH^<`\WM4J7G%959(=^4^2'?PDRJ#$Q!QL^+ M9D64R[E0&?78$Y)T58]/Y6$]3T[B*3VMTJ=+^\4%],$:+VYL'`\Y39>F`<27 MD<*DB>M]W2O4`ZP@/K`FB+?"^]6NS1/$!R8U7._R+A%_%V3ADDV4[\.H8,NR M#[NL$7JL/CZPH8^?T:!CGSLOS1<*LCSY\/G1/0],,KK>_XYX@!76!]:$]+R'(YR1>1U1Z?K09YG!'! ME97DBE0;ON?EY:G19@.LQ6!@(YK_&0U2PEE" MT>1(4?<,,-D4])YWQ`"L(6%@S9#0G@8P.M2%W0-OL@WH'>X(>*Q!8-"'0:`% M!U#I#4M-G/W.97SV*\-2M1;(8]QLHED%>>#!O&+21W50.SBPE*Q_2I+5US"" MQ)-"OZ?*>>+33,,JI`,;"FG;UI4T*TL'=>GZJ+-[5IBT4!T`'UB!54@'K132 M2XZCM:6&4NI5+(>-K`?L=?6AR"(./3@G'IOI`]YG@A MW$!GYA4K!"%N4ID"@.VF*IHI%LT@@I,A;"=%:0Y3EP>FO8%)AM7!13#NIR", M[UGW/,3OV3;PA1NER6QTM80O?:\B!N>$$ MBCB!TCHR!AQZY>0I#8#U6?Y2ARGCH,,R6CAW<,ZI46;7558U(=HLV2I;86B< MY.`ZPZ[S\8V-:6Q@W<#$&<99GO+6>A`Y8&B2EG6".*4K5F`>6A.86W/TLV0F MF)]3"N>%&#=4FHJ#W)Q6])MT*V(X%YJNYA?WA2U6KQWV$7CC&+IRD<%&YG0#TSJ,W5E>6X)>K1\2OLB`]<%* M+#-D?(M5&48HRY)ER'_@>1+HMS`7JXZ$[Z5V20:A.-9D`8UN*#LAHPL(U97N`[90T0F\I_XX=.(M_EV!?[$<&Q">,[* M(Z[N/PV3P*TS%/5I<,]#&>4'^O6>@?@II]M&\^D0*VP/6PG;[2P:C:VIQSY> MA"AEW,-LDIKU;NX99JRJ/+2A*E^&,/D=2A%>S/V9MJ%)0]:[NV>XL7+QL`^' MVC/@OR^/51PH=ZDD15K?Z<'P;E*&=2`P\7M>@C""DP\?D_0QB.@CY)SA4_-= M`E:Z(BFR7^-RFP?[Q,_RU(:BJ<+/C;3!2L;#5I)QGN1!='0R@`+_M]NVUPY8 MY6UL"5%MC6%3K)YUJ>*(O"KC0?"@H4D7UA'TF6\CK&X\ZB4*>M?4JX5#U5;Q MFH5LH@OC%UJ>-6(+_15=B,-M\OQ65KV(NB`&_Z_RC:_9AN`:DQFKT!:MRPKY-A2J M)'6=1!EOZUH)W$\^5^.M:A.&2^YY:9*K=:2]YB56SA[9"';^+_:=PSZ3_*WC MZ81]-X.?>1K-A_2>AV8]EXU8#7UD0T.WU@TZ.S]>RLZ;`?FY2EPJ'N8A8TW2 MOH[Y=\58K'U@9"U.C'7:GK%)`EXJ"75Y;5<>;I=&)L.$CNUWQ4RL=6/4RKKA M<,7YKU'VD,LF2X+.AN^*RU@[Q*@/!WO[#'8@#?`@/<_!"P1TH?%QI4`$1OE* MHQ>JC?H>J`@FTXO.+"??Q3W-LJ?GH"+"N=\%UG`SLF&XL=8-G8WD!!Y$X$G* MD.[?0&XR'NF0?U>$Q9J>1M9.*EAG[3G+Y0AXF4M>BB'4R^6RR9JE8_M=,1-K MW1JULFXY7"[_:Y#=OL)=I[(?AK(+J3S&&L[&?AO.SB7P][!:K@?\@W6S^]7R MV&1STYEEY;M0`/T)(CP>TN`=!9_TI^!;(_^QMK:QC5A`Z.:>-3`?VBEX=5?: M""VJ)*Q.]S0SF=!T`+VD&=9T-K9V$J0SKO$R'BY`QR;;EPZ(E[3!VKC&K6Q< M%A>:_ZW'+9,I2X?62P)B35;C5B:KSI>';6DGEH$+P1TX[L96A*]7@;!04_@G M#F1"6.R4/M,X@Y,"\GCFF]N'NT]ONUTV>K#:,]F_=*(@Z/Q.'AFY2[8+R%#! M@"Y/MH3Q1AX^^Q3+HQJW\>KPH,:)4YECK+%K;"WT4C<--Y_94\X);Y0S+H'Q MC(OJ(\W#&92'>);UF[DGHLEXI:/K+Q&QEJIQ'Y:JKCEY$""J3JJ8&LGZ^I29 MB84^LJ#T\"Z(P<-?3E>/389E70<$93[?/`W=DSBKGB4Q&T-A]U4PG.&@>,YV2EOWT_7$I(GK M7=W!=/V>OM`HV?'-Y0FDL6+WI)78?V#BE<1K?:NVD%O%G7IV85&2]K_N%&BL/3_J(6'\:>N6*"(+&OW21 MK"VCZ4NX!-&7;>G"E'W^$5LBI_LK&:.,%PJW.]$G?@@3$Y/@JX.%X,JO,9<, MZ>H]7>2W)UB"U7`G-H+-FUI0\J&Z1N`BN?5H%#!IGWH']X4L5LF<6%,RC\$[ M^'%P0WY)<@]L@Q.3A*AW:U]X8@7!21^"X#%HQS],!N/_2>H/F,/LP6K<))[I MW=T5SN].X(R5PB8VI#!3"QI&Y'<>C<@FC4KOX+Z0Q>I5$VL^R\?@92/RT)<1 MV:1?Z=W:%YY8+6O21^CS8]!.?KCQJ@@1*>C0+F"0RO=\=8(]5RZ;6@G1T0`#WN)L$-+W/'>".U=*F?03X M/I,"8!PM:;#F-*`5#5(OO@ MM>PGCP9ODYJF=Z9E\+`BVK25B-9FH#8A^.G=PQ=/AF"38J;WIF7TL$+9M(^X MT@8@86@58'HRD)KT,KUW,7;I(.-3S'T2Q*>V5UBY;-I*+CMS0#4TH'(Z@-3H M?&7,+WHTQ)KD,;U[^X%UAM7$9JTTL59^0V=CZQS2F4GXTKNV)TBQ:M>LCTQZ M1]!]XDDV,[&>)1$4<#\8STRRE][5V*GU7(RQ8M?,AB>8J06'ZUP?Q^.92:O2 M.[@O9+$"U:P/QZ]C2!\NH[SY?DVJE-[9?:&,E:)FUJ2HHQ]QM=7Q9>(U:4YZ MYZ(2Z_Q9A"E=?:8,"_8-;.CG8,\='1_6$*7QB:;;>W""?%C?L6)AW@@Y5H6: MM5*ASARR6S>O-E&(&TE])REO!4]/N)G`W83?#C^)"MQSQJ1/Z>AXP1FLBC6S MF'CM0N(H?.%G0R6-_BR"E%4?[<&(Q>MQ3Q23%J9#X@51L(K9K)5B=G$NKPLY M(T\$*;P!2^@1[M1F4[X&">*X@/.8U9%DN#U)PTT(1XQV:1@OPYU60(Q>;)[S M8/5B$O9TT!%4!!>#3U42\-O=+@J78$O^.4A9+S7R#JOUS6PE@.GBKH8 MJ@7K++Y!@M1(A,5Z"-.074A\$_9E) M*]2[OW<&S+&RX;R/@Z7GD>%UW(IF;L#E`WZ4,P4/^A-63W(_7\Q-@J0.6F>\ M>4_701&Q']BG2+,<=HCU)-]((JQ0.;<1H+%%PYIF$GD3*>\2.^;Z/O?T,(F9 M.AR.Z8'5..?6`BM>Q!'!B;#DA!?SR]RD?>H=[Y@(6$ETWH@$GGOC48>`% MGU36P3*,9.2X($WWY.MSN'PFH9BF#LOOHB(C@Q]^_/%_PCZ)[W>V$)P.2E;; M&P^F)9,(J\/;U0F0]P6%`XF-O,**L'/KIV=E"QK.:K&K!"Z[Q]4DP^K=VQ>N M6*5UWL_9V5?@_J=VE.>*Q)2K$:LP6Y;*Q/_SGQ`]DOWCD:'"U7DR_/&*0)>Y MYX%)6M7AZ(L'6/5TWON9VU>4^!0OHV(%T<5@(&>E4EA>@M]_S-"0?^Z2E,>Q MNQ+3!)1^":*"2IKP&(]!!)%\2?9,&:%6O@5N/]Y]J3D\ZQDDE%U0/IB`E8\G?=^[O@5*?[I9Z6A M![.22?C5J8.)'5AM1Q_6G\LMXA06=SV#8UIJMUU5-I*H*=&)1&9&U$:B.R/I(6:%KABG= M7#/,`)Z/#$/JQKP".W.I'9K5!NI4I5DB:/8L:58`S9:29DMO:&:0F@T(^D@S MI/[,*[`^47?%N*.I^!%?14XG8IC?\@[RNR!^1[_0%67OM6KD*E(BYQ5T/NE>T,"2CO)6Y.IX^!Y7@OY0!>H3N(*M=58LG[4K)%FRQWDPP1N,%08NHMQ[ MA81Q]"S(_$>DF8)7T/GK/U.!03,W M=&L/6-Y@-?`;:U$53@/J',<;DS*M=VD?.&*5YIL^0BDT0:I."DJF6V?3@OO1 M_L8D1NL@HT+4T>PV7CU`YF"9ZR_[(A*N/B5L'_A9*J=/:1!GP1)`9,5E";"U M?@SC@&W1&`J-I,3JTCA29E64?5>;\Q3GN6!AS+6,U;%)3BUBGY,B-S@M.9F>RA2'S]>'M'/GTB]Y\]&#Q,(K&.)H)-T-H3>TFL0'QCP[.[ M?N_J;#S@YHVF:[;8;//6HF557O1KNH8?74FS[\K'4` MRUWKYR#-]^2Z'D?O[SP82$T2J][3G4_+]V%,/^5TV[CT'V`5UX&5W$['&W-Z M-09%"2_K?B@>F&19O=\=8(]5:0?VTCOA".`>W`\RQ(NB@EVQ/Y\'/ MO_(0?E'WZ4'S8GM!\Z^4QJIO$%]SLUMV=!FNPR7)GH.4"M=P]]/&P*1XZA`B M:/0$IH@BW?,>_PWL$+=+&6PN#9<0>^$1.J213E@UFMEN^CBS4=6N3A8G M8CCA-Y#R#L)O`7]:PF]RSPF3XJCCX)`36#5Q8,TS%D6,*_^H8-+V].YW2`6L MSC?HPT.U+2O$,8PEM_&*^0(49#'I<&_4KS2ERFD/#]QU!B994$>GJ_7(ZMU> M;L?X;HQW7_.2!*L.#FSX<9YNCWD1NB*+/3GSX5?"A[+`>8%_KLR,>S4D2*H M=BX[/E:(DP+M>[(,`0*V(.K;F-7LR":O+P`_VA2<34^]T)^E@9<]B'L^G91/BM=`;E M9N-_CLEC:))#==PLL>>LK>H0*XP.;7B'GMVLLR<3WS2,H4GBU,%P2@VLR#EL M)7)V-;VP#[?)UA1ITK?^2:8BDV:J(XEQL8"D M\F'&`'@7A7_]%:0G#LL,L2+IT(8S9%,K*G^9ZCHI"_CC_30TR9UZ/_<),E;D M'%K+2'8!TNX!-FF9>A_W"3!6P1SVD4GL%-::$Y6.O0=#N$G'U/L?`?[=?\%O M)P#'*I9#&RF\U#G;0"QR*1.VYPZ^`P\&7Y,HIO<\`NJ'F)6AC\4B M.P$W5OL:V<@!]?KM2XC%[P0N>#00FY0HO5_[`!.K0(VL)7XZ@6C&+BS3D`=W M]&`D-LE.>N?V@2A6;AKU<>*V"5Q0H%5DKQ=<9MX&61:^T&A/MFS`#J]W4;#G M&2LX%>!%^$]PZG83;"&Y7Y##F5P/QFV37*5CA`K5QR>QA[6R,KD_=1ADA-6L M1C:.UAYMBF'25HKY=?!K9-*I]#[O'76L<#7J)U[C&2RX-QX`2LT+.HC9E:[$ MRI+N<3=):'JW]XS[&"NIC7N1U,Z@ M@,@97,;@*Z/QO87Q`N)UI[*X"`LN1A`^@,3*&*(-(572+D^BLHY-XIR.8=\D MPHIU8RMBW87CAE>CQM@DYNG]W27@96KN,A37I_B%BL_C4[Q,ME2&YFHD`U;X M&]OPL[NTE<>(4E9!;JM0C'4M1%1#WLB*WKJGDDE&U-'RB4I8R7%LS2_/!I^N M:T8%WP>C3&JE#II/C,*JFN,^//JPY#JR%`IK.M7!$$-)+!D4\:W(9/M]+Y1, MVJN.?K?4A%Y\1]=)2L6_GX)OI_B(%6;'-EP#6S7M^`S)B25N+/]BMY8AB]W3 MQ"3HZJ`XIPE6[1U;?HS,;YLA#L MD7]!A'\YJWWG\YE):M:![I)ZM\ME6M!5&8FY7'OR;OKZ/OU>DJIP3UQ3'*S#I`GQ,&JT./^5&@<>Z[-_'GPCS\FV5K' MR0_^3+!J]L2)FGT^E9X:$LU`5#S))ZJ/1U%=T?<]"TY,\K<.>I=D?$_7E/VT M.J6!3[`:^*07#?QU"?Y8V7MBS]\50X)K'VE@4K)U M`)S0`"M93WKQDCV7$4?FFU5)BW\.R^K$I&7K:';)J0?6=@9*O+D+LN>/4?*U MF558V7IBPQGWC`8=&UFJT@2*$U[>/0U,NK'>_8YH@%6+)];<>)%Z2/5^=P$^5M"=6$OT@V'`M8<<,,FU>O>[X`!6FYWTD3;H7#K`7!-LDX+- M!==&BQ*;&,`)0MJ1KB$$TM?GS8M506\<#O?&(2!3-SY6237XW\>S2XXQ:JZ M4QLIC+"M+9FHU`,C4UD3EV]Y7?#K06W\DEJ?-\DIIR9]5H?/1XYAY=MI'S%& MN^+<96DN%RHUJS_8^+@(XZ#D+U3!:DQ2OEJ'$];YWOW@-S4)QSKFF"S.94K@ MC\%2VEIN%UF>!LTSZA0K&4^MY*MO;DB5Z[LL0NHRY/>RE`?#D$D?UGN[9[2Q MRO#4FC/SA9"[Q]FDV>K]C`D2]Q*$D903/B;I/[QUSK#0[M2;-G@7\S\&W<%ML253A MO>3713C891"3!5L:9!EX&!3QBA6!B?X+?4FB%YJZ9X5)J-4QZ9T56(EVVH=$ MVXH@?@'VW=7&JPZP%3+16`1%W=%/6LQQ?BP;C3IL3JJ MF)5$-9U^+(^KWR4OE/TS?TK#S:8Y!,@4J\A.;2BRI]M3+2GJM6-5E)1EB2SL MG@$F45;O>C<,P,JR4VNR[/DT^$S9Z['Q:,.#D)A.%.80_,)GF2,T94/"KG M$C$Y@9JF$.N-,CN5K*+?EE$!`9&SMS(6?AA%)?F.<<^#VJH(\CW6\@: MNPJ/QZ::8?7:F0V]]N#5JUP\XD=_8L;-3`JJWJ'6(<3*H3-KF>./X>@>/I/. MJ'>F=?BPRN*LCR3P1B1?!ZB7A=P/KC.3J*AW-`+:S\4B"ISC=C9+O-)J4;UOB?:+))@QW;20;1"9BQHMW,1KKR(PVIQ/NR M"%'+>#0"F\0TO;=[1ANKHLVL)28_`_(GOMG=5-<)NX&-!.ZA-JEF>E?W##56 M+IOU$1?U'-1!2*\^]F0M(Z2RSJ.;)`W_$AG[-NH@('CAP8AOTL=T8!#$^+3= M!6$*3[M[#M(-S7Y)XB\4//;">--(#:PT-K.18?QH4THRU(6(+$58L;0LYAYQ MDRBE]W??B,^Q(M6\CZ/B;1FPE`Q03CX$649SF=83,GUN:9`5<&XOB4F*9W.R8C,&2J_4++ MQ+:?4Y@AMZSTJ8 MI$0=!H>4P,J*\SY\`5M2I"Q$Z)]%^!)$_%!<21NV^7A.HI7T$4QKWF2<-P54 MY,%88E(E=;`<$@>K4,ZM*93=L<4]#4R*I=[U&,6R3E7TE#RE?!N^YQ-Q)NTS M3TD]([,^Y1W8R`JLF#FW$6/SLC96!@PEF=-30LK[Q6H%9AXA:K!+2ATP._%: MW%/(I&WJ./E#(:SH.>_#'Q!'J2]T58A3_](!G0T[A?`5+-F5"7:5-:RN7@>R M@B#"8;RBVQC\"!3##F118'7Q/ M>,F:AY-F105V)CP<&3]5)`(^,E8%.9LK%T7.@Z=EC/D\(`W#-):A*BIB?2YI M]90&<1:(JV\R2LDO24[)SJ7@S5!DPFRYHFS:W4+Z5Y[*%?A9+=U`ELS38$5)'&RI;"]1U M&=O4Y?VCCE.O1066QHQ6T&]JZ"L%8.$']+H0;>KW_J''Z<^B`OOKE6Y80'@$ M@S3=PQ3"YXI.-+.3Z.F M;'^^3>+\F?V=D@C"9?U9!%&XWH/&Q$/9UE)X!A;7%5V'<9A[X*NIXJ82LE-) M7$2#B"C#Y9%UPB/X(HGX0TN&<,&WN3^E29;]&C.8(K!+_Q2$L4@2]A1\:^0L M3AT7%72OCF.;^RI,3T0)JXE`5:2NBRB5$5X;J:LC4!^1*?98C>Y)IHOF)OB\ M)!E./Q<56-(INV*:X$]1\V?#2GDP5^J2M@D/'UES@U6W;_IP/.YNJ!+Q@F1: M1A"]VZ#IC;7,_T]Z8I'.=*`@Z_T+S*O#^ M/4.-(72;I\+X\(4N*>OBU4?V4J6=03$S-!(9JY_?V,AXA6AH25E6A9*.`BKA M66BK:DA9#X&*C*89]XPR">HZ8IXQ"JNKWYRGJ\\%HV)^?FIU;$I5B]CDUX$Q M$,PT@E]K?_EEDMQU_#SC%U9YO^E#>>^`8<<$>$:U:\ICX3."\3C-(G!SP"95 M>IV';))=TQ5L>'D`_#KS2@1$9=O@1)H4I4/%'9NF@W@ON-IHJE[0_"NE;)IG M>^1_L/UR+OTNA(,@G[B5RCR8D4V*OLX?!+]%/@(&9I7K^HD--;\\W+H>=]!["?L/D^'0)-`KR/BFB)8N?[&6F#:2WC2P=SIEYGG MQB3XZZ"Y9A%6_K_IPWG]$D(=FRJ5V1'^7(6L_I0R3*OI#'ZFU=`E]ZA`2&%] M9+/:BOV2Y>&RFE0S]L8%PVZO%YG%W9:\=P5%/F*8/!\!C?_WGF7Y,Q M1&]1<">SR:][)FRU==*QIS)ZPQJ\B^8Y[92'5WE7I@)^] M3L?YN="F*0_F'9-A02=`A[K&KWG(E?`F]@VP]H*!C6BZ3:TXLDXOBSC'>&!2 MV_5N[A-CK)0^L!9;Y!R@7VE$A2Q"KLDO]"OY[6^P;'6/NDD1USN^3]2Q@ MCRB]IPAP;#HYG!_BB@P51=P/^`.3D*TC@UIW+/)/<9:GO&?OI'.1L(O>TRR[ M$\E$?ZY\AQKY@I6O!S9B_[9N7KT16>2DOI.4MQ)I,H:;B;R;U+>[9XQ)&M:Q M\8(Q6'UXT$?TDHL9=%OG(DKBS37X=PL_`.EM4*T]A<\!&XW2G$],JS!;BEM3 MP@:L;5ALKT3B!YX60@Q;/(#!@I_I#$)QQA..3<64[&F0PJU\4(-DF9&:H'Z_ MC.@5"<5+T92\*;,%U]Z!;W\`F9L]C6979%'PO!1QDI,HW(9BA7P%?\.IU&`/ MK/9;+=TI0GH(@2MGZ^(M"X#>3!D'\S*K]0UEX0DZ!3>"JF)%U! MKD[H@M)?0CA;`!GX@E\4Y6Z-W!'QT*MQ0?<)W-.V$SP8YTUJO?Y]>/'58B7[ M@37)_N)/502J%=YDKP;Z*[8]4+]>]U0Q2?(Z*-86(L,]!'7 MN@TCFO:4ZY/'-ZKHMD%^<&@TYA$]O(ITJ_:[2JM.D\51FGUFJ]=/\5T55.(I M@5F\2NA\^RUL7HE@E>^!C;#89S:J&EY8<0+EV9J;U'?`ZIYO0>O4UK_#;1Y, M.B8-6H?"'2V&6$EZV(<+>TN:P+]5$\6:\NU7^#HD"S]*S&BS+BMQ/XX,38*V M#E('A'EB=[Y/MD'8Z"DRQ$K90QM>X?K[ZZ,#7"._BZON!X&A2:[6.[ MD4F*TS'RA3Q8L6[4SN\4G`".CBM0`,\@X6Q0UN">$R8I3^]Z7SB!%?M&?8A] M*'K`N;IDNTMB*KS'E(-X5`XT:^G9M*-IF*QJ&R2L8(0O:R[/YI5'\^!BOO^W MK%[S\(-ZXH`5.%I%8;`((^%'Q:K-@S#FM25@76`5%_"7=*&"XQ+!.H>3>3P, M.%R"5WJI!CPXB/\5CF5X8,<DY38K-L[QKWTA[K`@ZLB&"=M?NDOS4Y)/#*8R):;#,"T;!745&\,65V<52"/3%/3WX.,F#.H?K_)G]_PPRGG/_ MU'4"PV0Y:,.V-,O5`E<0I),S63JY>G#T>602GG5N^$UEK&`]LN;"VCU_OZAN MYB=YR_@-)PHUXKGGG4D`UX'$),+3PS#+C'=>(ZVP:OC( MAAI^=K.JQ)JF"`WL%B+O$1%=?R]OF6*_=A3#_E=-OHLC;"ZNPC&P&AC[7D*`-^AV*$ ME_-@=#!IZ7J']XTX5C,?6=/,+X7=/=(F:5SOZ)Z1'F,E\'$?[JCG@,Z_ZA!^ M>1TLHTHKF?L4+6-L4KMU.#!GZA_N7Z6R$X?&&KF`5;3'5H(2-[2B"J+P<$]> M9^P3)=Q#;!*O]5[N$V*L0#WN)6S""FD:LW6@Y4^S#>E41!"&BP1=B$H]ZI`.Y[L M9)VD7X-TY8&4/#9)R3KB?=(-*PR/6PG#K6*SG!I6]"`\=PK<#4,.>9"\PKTQV*[#5)EM&^*#>K!H&]2'G44,#%PO^UXP//CSGACK+PXMB$O'KY[%3!; M_NJ/.^W8)!+J76H?1:P2.+;F0'L<2O<(FJ0[O3OM(X@5Z\9].,6:P81U/2V_ MS6Q)8S8&)V3+RW@PTIJD.KV[.PR"=ULEC#AVHGB,%>O&-@Z:'V_+D55V7="7 M,^5CDW*G]WKOP$^PVMVD#^WN/"+P$^1LH74T;8K[,6!B$NUT''!;[+J'CA\M MGF#UNHDEO>YU`U2I3OV\?3DO/C'I='KO]H0J5J*;]"31-:'\5(;#T[]E#SY@ MDT:F=SEJ+/_ZV]^.K]$F6%EL8L-?4GGQ>GKF46>]V29-3**6WIN6T;^/5>_I"HV3'0ZZQ>HZNQK$"V,2&`':\+36_1"GN2*>4 MDW%]_-B&34P:F=[K_0./U$UEKVH"P*PL0%2 MF[O'WZ3PZ7WO`'^LVC?M0^T[DPI?_M]@N_M?[Y51GQ3Q2AXPW*7)2YCQT]ER M?WD.<]Q/&U.38JC#AO&QB>AJ0UCFTF7UN>*";950>G M_Y/U#W&C,^H4*\E.;4BRE[>SJS@DA-7EGE`F.5='S"]"8:7>:1]2+YY@R*@B M\H:8?LM;113Q8#HT2$E\D)%[&IFD:!VG_FGT M]#5II!%6GY[:<".]O)V=39:L+O>$,FG7.F)>$6J&E;5GK63M'L8EA567C$MC MYS2:F61P'2>_:(15R&>M%/)^UUP*H[I9S5M*]Y0D36MK=E`FUN:>52;G74?.-5E@Y?V;MS'P7W+IDXIRXIY)) M[]>1\HU*6"/`S..@J`>LZF;RS)_#]+N;.TT"O@Y\_\S\R'C52$RLJ#]K)>K; MG3JAH9W-G%"9>TZ9M'X=,\\XA17[9ZW$_A[F3958ETR;4_=$,FG\.E">$0DK M\L\\%OE53G4S::Y9C2TCAWLP:YIT?AUX!\0,F[.+S+!"_\R&0SFBH=W-FJ$' MZ8MF)M%?Q\PS3F%5_YFU2*\=$.N267/FGD@FL5\'RB\BS;%J_[R/8!0=<*JC M6;-UN@WWD^;<9#W0<4?P\M;GF.M`G-K?O-Z(TKJ_/KH'D.3 MU*YW9C\88@7TN0T!_0A\_`H1E_PYVS(WR=QZW_8#*5:\GK<2KR^T(5JY#.6RFDJ,'9B/+) MT5G>Y<&8;!(^]?Y'X/XQA>W)"<"Q2N:\E9)YYF>LOGF)K/C-H^_6I`_JW6D; M/ZS@-[?FV=L,HGOL3#J945I#T97DT"F=SCFT)IR ME.M..:GU"\V_T!<:%[3IP-K-CT@AC%=@YZ,]HU4U"<3?)X\S0I#'5!9V30RE MZVIB&`!Q1`RD9,4KZ'PV;L&)P_/8:F$"<9R_>,,"@\9EZ'U'+$"*7KP"Z_-" MJY'B8+I(+QDXG$\I2J^JG%&PDF]XSXJP7]A?[!^+(*/LC_\?4$L#!!0````( M`$R$8T0++VF4E[L``(=>#@`5`!P`871V:2TR,#$S,3(S,5]P&UL550) M``-?]1137_444W5X"P`!!"4.```$.0$``.V]6W/C.-(V>+\1^Q]F9Z^GNWPN M?S'O;LBG:L?GLCRVJWOGRD%3D,QIBM3PX++ZUR^2(B5*(HX$A02M]^*=KBH! MS",??WM(R,Q+R.AOK_._W5Y\_]ME/(GB]&\W3X]_>S_]Y>R7 MPU_.C_^6IW3HWV[R_P19FO_M-LKHW)DW(7_[__[PHM'?_O$/F"T,HC]?O93\ MC7X]2O_71QK\S]_?LFSVOW[]]>?/G[_\//HE3B:_'G[Y_T=__K[3XR[O8][*"]-KPC]_%O^Z_"F=*)`@_>^49W^C M__?/)`[)(QG_#?[WQ^/MVE#/SX+W`.3X&@9__>4EHU_\>/HK_/37J]C/IR3* M!M'H.LJ";'X;C>-D6K".$@,T_:]L/B/_\_W5X-GJ^O+@9W@_O+ZZ??KJ^?GW2( MOO!"8.;3&R&9))%U<9PO:(O(A!(WNO->22BFHFFN,$G6I@*-.P>-.S@MZ%S_ M0FMFUF$_4/.-LC>2!;XG03V?AQN3=2/UIV?Z_[]?WS\_#6^&#]>/@^=;^J\Z MI,/?O%S?/=Y>O2A]J7MGZW_]N'W^MP[0Y?>&XZ#)X^NWF;OB' MUIIXZ:5O-V'\,S5`Z15)_228@0LP'%^`&TC2M*4D&'.VIS5(_3!.\X0\Y=.I ME\SI2A),HF!,I4:]&M^/<^K61).'.`S\@&C!4/^&05@@6.JW#TVP!C M3FI4I6B,-PE>0S)(4Y*EK8ENG-`@P=_B>/0S"+5VV:993"Y[>0+;+UUA<3BZ2PA;U2PP3NU.#J"W,5Z_H[& M1PP"&](%S@,_Y(E,"DE2G?Q&XDGBS=X"_Y%,=%-$BE\PN0="4'CAI60$#*3< MT\]S">55.VHWIFI-9)'&I7-6Z]7*O5IH9;G$:6Y=M354 MY4-&]V"8_-G[:._6U28RN;%1IWJ@SUM+9U_F@T0!F%F1>^)QXU-1\(*-U]-(P86N"_Y5["=78<'X31%[D M!UY(-?>[E_Q)LEI*_$?DY:.`17Q;.;].4.L:K',@3 MC5A&=$QK#,+IC5K$:TK^F],O7K^W]ZJW9S-)JO]&1GE(;F_!<2]LBJHH74[" M8#RG#"I9U1:"]%>,.N8T,$\#`Q:P/M/.Y2%/$;DS7;5Y2D!W4Q]28D]$GH/LDI0GQ":;N-F%I1O^8TW:0O#1! M\>9]T MGL8T`8@_7J3++..1A9>]<]UD^HTLVMO3==-VC.6S$(:B3?T M/[OKC*(1A=3\YNZRBT86/;E/[";3:$A+1=.;E-#E;]=7/^ZN;V]_']S]*(IC M!_=7__HQN+N]^??M_;?!Y>7PQ_WSDQ%122:2.G&<5DD@,][1]GQ&W="&`KDK MDGE!V$GMW7+J;LH%R^D/.R3]T$11IE22S1`8U8_M%MTNP5E(RI9?/MI%4G;U M+5LP3W8IS1-[.(]WB?-X!TGV%L8H/74W:78CE#?-UTVBW1BYF_/9+P$V`JWM MM[O/M1N!*9J[VVR[(25DS]M!OMT(S5N3V2@=-K/6*G^MZ^2[$5C\F7<$0IR"J0T?A!C1G;6)NB&PI6:LS[3[TQHC;%;]UH[/:XQ@5/I0YR7="?NO#';EO[/H@WLPVI_O1W1W%F_%F);^QF\-X,Z*3 M^,'D'=X+,F0QC$E;$\ZZ-/60T`TPC_S6Z<&:C2A^ MRT+YBAEA2=:O=`&T7G!B*&'4,.'.LD*#A'AFUC.5[RSAS6C,";L4H+^CWUFC M@'QD)!JM;O4",#,M.%2,<9)/-7D;$E/+`4O/]^-]D M+M2BC=^_'+ND1D=\-6K`5NK1H7MZ=+(K/:JH>:;3TYH2E-9N0 M2F4Y5:F=>](*&/T@8_N\H_AD]$2^-(S(J\H,)1[.XXUX.G'*T#YB>MAAEJ6-? M'=2QG3G?"QI^C\.<:D`ROPE"DJ1"W=KX_G<05W:F0-> M9DP6R_XCF<5)V5\NR\4JU3SLY=`I]_R`Z9\+05;9R2_N:=CACI/4D]B M$B?B[.3:KU\.G?+6#P5)[FULE1HYF.4^W'&:^R%_#0/_)HP]%NV-OWTY=,H_ M/Q0DN#>150KD8'K[<,>>>5GD!O7;1:5;.LPS>)-P5&M1SM[O.(-?#IWRT0\% M/KH0:J5S#F;)#W>>)E_%TS?T;WB.%6/$RZ%3WOJA,%G>A*]2*0<3YH<[<]C7 M&;@X_9^_;M;"=%\C(_$.;"LE&GOI:R&" M//W'Q/-F"TTB8996?[.I4N5?KYX(+'KZ,'2I^DD!A>-&R08!*:HZ74W0*W"0'MA[+H]SK]8*? MIQ:W_J>W.,F>23)M>,"7Y;PT#'DY1>0&L+G,<2]9H.K^Y:=6TM8)\!8HRELW M<`F)+B@T6K@G64F@"`QGZ,LI@F2YF.LMLKK+5$O9^B#HM/&H$@)8+V6^3,KYYG% M>.BJ9/NS][$@KM;14]KIE)ODY0Q]S'3&C9D48-8KJC^U:EN,HC;[!LOI,F/4 MRQGZV.F,&SOQ<-5KLS^UMEH,FHI>@2J*NCW@!=-I)YO#;!UE0*J7>W]J]6Q= MWF0(A0KU+V?HPZNSQO"*C6:M.EQ1(1M:)MH1I=Z9Z;'-4_MW+P@AZ7<3)T]> M2)Z(GR=EZ_G7;/6G^SCRY?14><*78W0N[)IH.%JLA[4/IP&:FJ[EN:W3\D`U\E1RZBQ(6H^I#NU]13B[52M;!5 MVO=L'/-R@B[MO\9@JU1.F\-6F>SG!&T>=")+Z M&DC[D.W7U'&+^7U)W5U)"F],=<)-XJ\AZ$/J7E/7K"?KI>A].<$;#)U(Y.4+ M^AU/R!NY3F=Q^ZZ50="@M&@M\!:'5"0I!*C97-*`9*=Y.4*T73-$P59;)91N MI]]WK1=G%G,`-2+5CGK9`U^^(LH&*`E!2ON;T+I]0ZH+'3BWZ+)6URT>O#F< M'*I=0%D?]'*.R)T5L)OC"J4O.1O),HE]3-EM'O=R\`6G&]'$=>[2R\/G=L5`%TI\ M\,7B\<-='$W@;%B-$ MN0D1HU7"M`6R%O4%"/)LN\Y'?$6R`DL7)30/>OF*_BR>J[:/C+5YRKN5@@XDB0B[DW[O1N+,#VM3$=W6^.)[T;?+6;V:D3*PWGYBC.')V:SE(M>P-N[YDJ\M=E:,9Y. M@ZQZV/TRCN#Q&1+Y8I7FC'PYQYGE$XN!K>(BN&Z7%N]:Y<]M=EW41LYORLA'ZW9QTFEZ/$J?G!&8B2%A,C[%K&>OW9S(>H?F.-( MLW2CSC:+1D>C`%3,"Q^\8'0;77JS@#J&-4&*CB"%$U"`B!QQD2`XAY&22-T^ M6N]&PRTZWL\)\=(\F:]6)0&0[0$O!QB>J)=E-%N#6<@T$G_G"XV-R,3+RM_V M3&E4GDC41J\D]O(CZ?D+D[AAN9P_.Q]B.N@5&:C MT!$=\8A$Q/%(=&"[W2V@&T.P^N#9)EW*0"@`1Z+'`\'C9\W(6F3\/F&2^QQ' M,54CD2TQOIPC6K:5!")UHL/&W.+R-@(+,'+3T>(2+>@`K5-XPI_GY0C5>MXH M#*E:$PF8;A>=M'MGU6+>;TG+DT\B+PGBP4<@;9;U,10&JNS>-HMY#@<34#U1 MW0<964S`593\B-(9\8-Q0"/S>$J#=A$4UKB70TQW9#D'QLJ[1N.;X+( MB_S`"Q_B-)!X:%UE"NKB8U@&-=;O@P.,"Y^0U1++80U?DR;:>&K]P@LI*/+T M1DCV4'#EC62![X767UCOV#P.]>X3,)K#;K^E-PC#^">PED&L:!@E$%4>69:E MVV8@A]3M*]^[TUJ+68C:B2Q=*H9)0?&H..]Z(,G3&]4F^5(-U@P4(J)DA+Q0 MI(HW^*!=/^#>E0G@J%(J!)<.\NPM3H*_5MNO6/4W1U)(&/,20B%(J7PSV)YD M)SI7=8LN_)8,;],T5U?SQ2@*Q36G_I!_8X`+U/5#\5VI-Y;RI84$5>J7%B-> M#C%=%)!G.ENMF2#-'F_;"'67[+D#!^N M'P?/M_1?;06_B]J"):&2QL88]7)D\[F)-AF@(TQO2G"Y*YWT.3K&EOS6D,NQ MS0?+3)QV'F-Z<:R)N1+ZM(&F'C2Z+)I#FS>JRD9NLLVI-W].B<>H5QO,9>M6 M,QZW,W)M17IDLXH3WA1,2Y*@`[S$,R--0R@(1+FT9A9S5CPFHL^NF2:?M7O* M7U,_"68+?QO>:PNBR2!:%+Y6W^:=84A-0(E&E.)J9BGCY$(!G]L)W/9Z:3'< M$&CJYL\HL8A"C&96BO?K!8H6N=2>%#$>VJS-O8S3HJ/"]<>L>.Q2TGQ8PR@8 M1'LVB]F\O"@/E]LKI&E1'QU8;9R29L-QX5@]Q>'H*DB(GWVGXDX"+Q3W3N$- M?CDZ1)06Y;.?K\DBC&Y[HL;U^=!D37W^,YUY8WC893.,D"_XJU$E23T734`"(W`(^ MF\5**X?6[2(!\QIL,NRO"8/W?>21F&F@#.6PD*4/N`SGY=&$$)T^U*[>66V>=V'KCN+ MS.-W+_F30/=&.4UF#WPY.G(B3CODW_D1X'.[L:5Q'3ZR>,[ZC40D\4+P]D;3 M(`J`IBQX)W**+!A-H3D1UQUQSV*E0+K=N]*\2EM,_]Y.9UZ0+*KN-E^,ORD> MDP_A,7E1"9?<+!2J$U$@_]%>);`M6C3T4M4M7GZ@_F*6Y#3T2>@6>_GF)1.) M\[;M(12$$P$AOQL#&UFIL>=[C5VPT>H=AG6J%$%0XIT(\XX$-Q6:4%4G%U\^ M\[&QS:=F9@0F\0=38(C65!;C.2HK@<[M%+`9[;68*5LM)C=4Z(N73G(JJ7*UB:/T@HSC MI.SD^>Q]D/1[$,5)D,TAO4^U,:/;Y?HLBZ9QWTGV%M-_>:<_*5Y2$85UNZ/D MY0C3R]0LE>`$A;MFE=M//!GI_6?S4>NE',N5\X)$9"SLO\T81:$@2OVQ6"U2 M?@8LM_/79A35HJ->-4"O>G5(!L2L810,;I?]B/\4#1^7V]DZXZ(^LN@%;5)U MX:6!KXBD&/-R=(S(L^`S6UYO:]#<+N(TKK0V+_EN4G45A'DF/#UAC*)0$'D% M?(;+*^X:.+>+/,WX!A;S)'^08/)&A3%XIT'*A-SGTU>2#,>+OAFU1]HD;5)U M.@H>=R[EB/_REQY>M\]7K*O,L<7#`]&)!JM M?&7BA_1_%)H6,J=X.<+U5F6S$'A5`+(8VU0&]$:A+3I)]R23K@E8^RTE&Y&3 MPV(K6T4;P+0H=,5T2*/5:\UF_R%C+Z0<8_*[FUC,5D<.(%2-_`S(R.8[C<9? ML3G&Y*%R.,[1/#XV+&^'"!NJ7@Z_/SQ>_W9]_W3[^_7M/?WCM?5G17268INM M"8VTO439GK#&7(E%>`--7]I>'MOLT:OO:1YCZM#+8JNLIWF\V9OWW]T0VK1[C__H@HD2$\W/1;',*9QS<:A@*H8?1$_#Q9/+"> M!-`4]ZJX"[E`V=+NVW[VY?@4T5YM2CG4+=\,'_5W_'>2O,9[ZY<1\*G%)(,, M_0980$$B2D28$EH[CWO!D_U]Q^,3B_K?(*-*/O1/80XKYP.T)Z1*FF5)\)IG MD+QZCN]C^N,HHY((BZN`BXM(XN-FDU^CK$-D52S1K,@\T(I7>6.I;`0N<0DU3[;X`S;^`9H`F]M-%M>\I-^],"<#GS*)0H#F[XL&J"KN M(V.*EQ.;8=T:A8M>#!6)*MC61U)(B$(Z>2%(>LQ-8#5R%.<+58_(!/8!AT^# M3VUV9.PR$8W(=VYBN<1I!QL8AM1M.Z6SF$@P44ITBND9E";F2JC7!IK>W!^U M^4S$9EWL[2(A_A:'E+GIPJ`?XS"\B9.?7B)\`TUM-@H=HU9NB(:MF5IPW3Y? ML*LO)S:[B'.*7*5?V!+.0"$BF2Z+<=.,'DB$CS MF:W3#>C<7N%WI;T(;TJ:OBMU@BFFDY8*6]?E0;M]`&W;R;$::U+2;M,T)Z/Z M9=(BD54]ND"*TDBJ`(4:?TO$6X#FK)05B#8++3GRPMH6/''[+!*9DMEMT]A( M]"+I:YP7PFDI,Q"=$K62J++E23+';>_.]M9F-7?/$7OQ%GC@0XMP^-D`R&UM M:,Q)7TXP=:+6DJ*F>0E8XG;M@67C.K!9E[/L.41%7)2:/,%FU+ MX&9KX]HJ+.?5GIFR!%'MCI8\.54];?FB42^!ZA`9JCV0'#I MS""/W'YBVK8]6CP=D-&"0O"OFX)_)!1)2A?E)Y*\!SY9K.&/Q(\G43%+D=0S M8*AM/D^9Z_)YPP'WO&$WS'/[95?;IJV5'?6R]Z``='!8PH&_D9+WZC?/\0,5 M:O)(LCR)AN/RWQD`C9CEL\TUGI- M7'KIFP`C:Q@%@RBOHB4)]O[$!UU9P3YAHLE[BPF3G5UM.W0Y"7+(38+(,Z"R M%)7:J[VEU.2@E>^0<<*6,BPS5V4N^I',\L1_H[2EPW%!G+3;)3TCA>5R;N*P M,3?1FA^5J3A:9V[;4+#TUJ%N\_I".)C&>22J4I:9@H)T.2%P*-^7A\N`RDY4 MR@WW6TI-#A:KGAKNDI>R5K&/M8$O)TS*%O8E2EJ58U:?X=TD M3>8\=FT`!>!R`/Y%\$YO,US]@M?9XJ`V\Y+LMJ?^2RVA\IJ_U13>TU M^@DM]/XZ^N1NSQ<<#8X7F_@PS]+,BZ`T2WQ]D3F4@G(YQ_1%MB$R`[C&M;[U M..!AOR.4:U(?;>/(9=LX:F$;1[6\JTI52Y-Q?/IMX\CF$SQ;I#4_'ZGL0C5/ M0\&ZG)8]XC_=H\2$RGQT*D=0//>W8\6QV=F<6Y&KCUMM1LH"1+E9-<$)C$:' M$2VNI:(PG^7[2]N<5'\YBSW'RXG-1YK;M"`\P?3PL@*O>;J^#;`/KV0]%&Q\ M(UG@>Z'U)[,ZMZC3$[M-V2J_?%E`1)?)8KVD"V3HB0\Z9*:@(!$Y:@IRD8IH M!+#-=CS`:GB,X3FY@KL8=MH.E+ M<]K3KQ835?E+2;1KTJI+P#`W?D/N'%++DA$QH&('X+1%!JBY'AWPF/;KA2#W/94 M^V.&%KW8V^B=HHF3^1])D)&K^*>H6\CV@)\'"TN(X%I)D@5_R;3EX8RDD!`YH]T)C;>]"9CC]A,J_3$]N^G31^*% MP5]D-$Q^1$GYW]^\(`(TP^@Y\:!^[8GX>5+0+0['%2>D#$"4%NU.Q-S$CQ;/ M-#K\H[IRUQ\+MGBZO=*2)R\DPS$EG)*:S1]";_':Y@S0"M@B-PD%BNB$NSM1 MLBU5A4\:?CL,7 MMU]V[X^M&6U/5XM8:`!3)`Z&XW&Z['X&7M)3/,Y^%O5([R2,B_47.A2D=,!M ME)$P)'Z6>V&U4M\%/J3X6";8^7=?SC"UL^M.";:M>$>LU6CEO%\(S.N`S99Z M=24;CF^"R*.0HDFE0U=!ZD/C$N$V+#D-!=O[3!._+Y\:I]QN[=P?"]5*.S&V MZJ)&>*N5=WF>QMMKN0,ID;U/#37W])/EC=N]E/MC2Q830-Q_EL36[ MLWX#!`&W6LU-V=+[=%%SUT&#['.^M;-;18`6CV*VKU:OR(?$ARPOI.>AD%C3*9L//;3('_B+NH,L]"=XE;DW)3$%!(LK#*LI&Q3)8 MT/OW+EWW9F&U>FV3S*H42^S_<<>^G.'N\/J\UF`7GM#1K:A MH0O-=LJXQ0&`B?DI9$19045),1(2YOBBX5A]>@O"%9MD;R39H%4=:\,D%"BB MJ$11/DJ!!Q.\ZW5=-HS#8@)NF\SJ8LDC714CX9.%PO$4'J)$FJ)45$RB$;=& M'=7GCL&/4,;@#]Z\50!>CJ?PW(R^CS2C[S7<;EK'89.&409@\A!,RELMGV:X)A& MH(.HO8F9WEGX+`K2G6G72X_B1RBC$%D82Y#*UJ+%!;=O3+ND=&?'%JM8*?$^ M(:.T*!KQ0C*(1M^]#"X`SH?CP;L7A!`7W,0)_*/T_4S-62DK$&6S38J7;;.M M6.5VVQ"WC-1B8KRN(Z5R4'H?$C+SYD6M&56:2R\,4T,FJ_T-RB9$:763HI2A_I.1[X_\V#A.B; MH/Q,+V!3&0(XY?*8]>$47`^S*OPWV^1XHMV]AV@*SF4IA M^SH4'K1=2M_*?Q$]@J@R%07=PU3*"3^5HLP?C>X=>RO4%I[-9,I6EHW^S2@' MRHG4W1GQ!"]GF%Y(-"DTE>1E,U=TFFCLE.-4.JO1 M7=T!@FZ!D%!3\B67@R@01-9C4CB2_N,&)WI9P(G4@A`<XA">7($CV,:&?9*Y$M5I7TX=B.*T!"S.F^CQRO5>/$Y9JLW@3KZ99@,L M`7]:S4W9@C^TTQ(UVV8-,&SOHN[.;!$06W9F\^I"J1##\54`Y[VO>4'<ZO1,XZA((R@D8!K' M4W@]S,6<2N=B.$QQNP.26R:&("VSX=XHV)AP@I?3LQZF6DZE4BTBKO2T`!.G MG9W9;#)13`%UL.TR!F_980$1WI:>HG4MI#TAEAY-'=Q-'DF MR?2*O`HO%0@GH`![F/DXD^[JP..*VT^CN65E%O,>C\MN'DJVQ1I&P?0PPW'& MS7#P>='7%\B0FA*"NP*;3[A*NX'KPRB8'F8QSJ3N`#3S0J>8<6]*VI*RF+^H M+ZEE7<.#EV1SQ9UI<^C+Z=<>YBS.N#D+,3\JL]K7@.RDR!9?@;\DADX91!G3 MPW3'5YT"?R6.5<:K4P?2FP)_BSO5]7A,_&PXOO[PW[QH0AXI><.HN*L8%1>& MH9K@W0MA`=8PJK;3OYR>(]KQ6,+C%$H9P>]VSRTC-G)N<=MI%M<#28)XM'G? M7@!-92H*&M&6PA(*6_?5L;9XZZDO>\&YQ8QUL\`&=)-/DCE=EG[W0N%K9E)S M4)B(\M8L,:AJ=B-(_8*%66$HE+@DZX5B6TP2[U*Q$:6/66)HK]BG;9Y=6BCV M=60[[%ZRYUGB9;KU'[^11YDY^`BD3;(^AL+`Z&'46,Q650Z@ M^MV]/LC(HDM04?(C2F?$#\8!&5W%4R\078!CCJ-P,&[]VQSG:!X?&RKM6[0= MN@GCG[)Y0M[0ES.KNMABO3Y#J75,%DLL>S5<31KWSU_K`*D#\&?U#YM_OX:< M?&0D&JUZ@6UA]XJ<7DK'OH;!7W]YR>@7/YXN-O8KDOI),(.)A^.J^]7?E;4% MWIHO=.#@L-2`XO7YQMFO@M0/XS1/B$"]5::@=FSS639X!`'N\D@GKK<&4``( MW%!UEG-2S0R,9J_I6S&:)2^>\NG42^;#\5,PB>BVXD-SU,4SP-3U?HC#P(>K MK);4.I!.WV,&DF3WV?5IF*@D:4 M").4$7OW5H?>)XNE"Y4730(:1RS"!(O6VD#*]8ZRT)OD\V6S')F$M=3:CF([-'499;S&IM MTR5K2IR1%!*"W)(4W]G6(L37)RNYS!-@Y\#WDYR,KC]FA?---_BBO^9=X+T& M894P*_ZJ&K!XR\F4;;4C0\TB37^+*H56VJEC5DA%L\8_1IF!(%W5H9P946Y' MC.S34G/C!4E15?V=>/!GJZ=82V)6],F>6_&&4JE9K*=JHDQV5^>.I;`0)*WD M!<#>W"5@]LGFBBX,EK01OJU\O-,\B`K&8@9IG299@V*,HE`0Y85X[&8;$1=: MG\R';N?Y-"\Z<2PV[7A*/_M&]_;@G=Q&=`2YBW4*?XT5*LJ05[S)^^Q]R%2)3`IWE'KG MWT@\2;S96^`_D@D=;\NX2Y(>R2Q.BC=$)2^U,(91X=F\Q[=!E?IV*C$#A8@@ M^R0G"+852@/MDR$678.WGYZSY?"M%HAQG9ZR*5=Q?%V\`?4*%%>=\&0]W%:3 M4]%;K'&2IOVB3KNTQ]QN=LH:!*DGDV+F>.`F6-6G!>214,;E?I8G=,FTM6ZL M$4%=B5(:J^9@DDN$]#Q4CE8;$@O(5-_E=::D3$"4G%*4'=O$]5GAOEU#81B= M/*N2Y:O:[D584N;7+99AE&0!,5`-4^7[Y>R;/Y@*T6*R:YVVQ2M["P+5K5EI M+@H;46),1D1LV]4`[K[1ULNE`/FS]V'S@D%)@L8%`^9(*BFK15!;A,E7/[&' MOAQ\^8(HMR5D/Z_,28BR3U8&?G^^^,1P?.TE$?434LC[/9"$NOV!?Q6$>1$, M%._R0#1@RQHKZBAE!1V2IL@:!L*T^3[W!EFR5L@1`@093^ M:60SVW*XF-PWFW_E7D)I">=EPW0O7%[.O8W&<3(MOODC\O)10'84(BFUW8."0I;\5*Z M29T5?;+Q^I-B&,)6%CW2AZ3\X2!!BTDB%GDZ9Z+2,P%F1(DD21'QSD!5H??+ M8'WZB7`.;S_#P6_5AO(I\Z(1'6/-1J7#G0GQEX@B@]IB1(CH&W9DB?EH"!_]^<_LAJ#%T],W$9 M3U^#2.F5;-Y0D);%%%@#:>K6*S<)17J(*.4E(12V>2HA[I,ERCTGTL=G1:@L M;;X63+634C0JA%O0-I=/3+.'`BI$62PA^WDY9R%*LW;8$YVVF+?YD5+WYCK- M@JF7$=%[5.L_!LH195J$+&;K;2.N4E,/]YI:8Z/5ZU=^Z*5IL=\MG%#1.<+& M[X%^1'D'(:-YYP3-T$J5/=JK;(V3-F/UC0S18DM4\QRDY@"V8SI&A]7^Q'!==PD\.$^4>,O%M*5J"[4GQPXXTI<>,2/"TWP MH;2V;LW0M"^*N;.'GRZO\B92\Z4P(77(E"C[A1:`OT MI6V<[6VCQFR+L6KS/VKY(.8XBN?8 ME5#Z2-#8@@^Q.D/ZLM?E%4N/[1Z,0NEVLNC)%Z1_7E)Y!!G\E_AMU5V7IF&`QI6P])@;E@H05HJ\/Z"M.VUU,T_2R5>E.>C^$]8LGPIO"NU&T$.%XP.=*<'S"/>N5A5KI^/YDM\Y:JU7(-,++H5=%/(D"]8L@ MPO&`SY5@^$10I2P'M=+Q_4ELG;5:43$C^3D(P_BG%_DDO8F31Y+E290^)(%/ M:!B7D:+'S%6DH6]N4QF#%]3RNS4)W0&A81H=U\%_K@21Y\TQM&[ M85!E6?M#W[I`+(;=3V_!;+9XW^8W+QK1^2>0%E>\$2`U"45ZZDJ`?<(-L)7P M5K>V]F?#-?Z>6HRJ!Z-WDF1!6DI-\D1-GQ/7&6LU MY"W?8%$]"6L>!FA<"7!/!0$N%V&ER/LCW3I'+<:UU`,EP22ZS*D<(G^]?64T M*OX8+NZ:JFFZ]KS`#U?BX%-N'-R6!96M[$^-ZRRW>&J\^>Z/FD4(1@,V5V+; M4^X9L1S02KOW1\-UQEJ-4:MWE.LO+0]G9?NSVZ*6,7@GNI('K5!5]9AJ$#8MOOAS5=R'F&JVWVGEQHI$GVC07N8!"AQ:![U;F0PW?U MOI`RDP%R1"&YE)@XUJN#O4^]YE9W,2P;:XV0*_):U9QE\]I=6=D';V4G`G&V MSBVDQ/]E$K__&A2?7>!=_/+(Z&(.#T`!=;D7?OPZZLR[Q)+NNG`\"-)B:HM) M7^OKY6NJBBAQ)2L1MKLN#;E/COKFI3#KEME`T/6''^:C()HL+W'*QM3R4X%H M35Y_6;EWM6MVQ2ZP=KETD\2+^7?O/W%2)'44??#VWP$>H,J7*8M/Z&L;8Y+K M9SW6C`Q!)BNNJ\'6K=@\`X>PYNI=?T`)C5K:VN2G*-?.467$E`4N3I$9Y%.? M?.>*GX:38]6T:L$V>Q1P'D7ET9)?RDGIK9&`"4M*2LAYF1PT"R&RO%$7NFFT MJ>-RQ5HN=KZ?3_/0RT@M%:#DO,G.!5BPY%R$'!?X8HJ8W5_5RZ,?BC;)R:C< MP2`Q-,S>2'(7>*]!6)P"&U[LI;];_54UH-A[U3Y(XI?4Y*\@UAOHUF>04^TR*=:4&BVN9U,Z6O`.P19%04QM]G4=%CC]GO: M'9JK- M@T`^*%(U2ZZJ>Y3;0P$5@G2,%.ME7$,F0K?#*L-Z;#$YL1)5>8.'NNS#\5T< M39Y),FVAVW+3`7I$20>NB&3T70FUV]&.81NPF$ZX*EE?5,Y>>K,@6UP>?4C( MS`M&5;9Y,\TL:Q-MIZ?<.4"4-."*D&TCAKC0IVN$M8/(Q7%&/*6??2-1&KR3 M17-!N+]LUV63)/*>9,/QL_(,HU=%.PI)G M=MI<3%G,EM>Y%1FU06IL0Y4C:25#&YE2XXGX)S6JK'LX(/&T<39[( MI#@HI_[*-Q)/$F_V%OB/9`*95:O[=$G8(YE!V6HTD31ZUC"0(8KTRB:!M]$X M3J:%L"_FY3^J6[?2K,`+1$D9@!VXF=#DQ%*[DCO.E& M_9A25BE#6`_4%X*53?%JF\;$%.4AHB2-0!C;RF^,`VZ?)YO7_4,4^8KK*`NR M^1_!J'9\.HPVUC)(6"^N*I;ODMY&(^H;CW(OK/K[0X=H:'L%O;_@/^4?=-HA M*21&U%\GQHIOZ*]#] MX,T7P:;DX4JKR4$#4.1Q5MWD2Q('/ZF$"VDN6LJG4,JQL.0TS:>+O]-,\YCX M&'`.41;(B!I(19'F>.=V<(G M!*,)L6/KC00`UQ#E[HRHP(X,GX=;D/A1:1Q.[Z;PU4@;1J%2+ MTK^2?WE%>AX0)XHDW1K%]`]4<\G%_)D2`(:2:I1D2,\(/$"4;E.5G8P_K\H+ M]_N20+=J.GE6U8&O7IQ9^"]DT0W&>KO8DC@@"5KV5CUJY,RSX#VV?NP_VQ228C<G, MD2`P%'D[`BHI+?4L0L2D7&@>Z=/>6;@":)\G%AZ,E:LRP6WS[@Z MLQD4?82NQV,":]AJC7JD3MQ&YPP]HU&?FG+E&%&R2RP_J1(673:X?=#4E=D< MHR@KJRYUPF62AMY/VFT1%&8%7B!*&(FE)F,L.AQP^]RF,SNQF2W)IU,OF=>\ M!'@PE;K]A"YYXI>U5*1/DM5NWOV( MO'P45%RP9L_;Q-9H5-Z=%6<#D:-(HG#IUK1]A3F!#X@2)WI2E%D0U'GB_G)0 MNZ*0SV9A49;AA9=>^G83QC\W\=N[4=Y`W/7B+V0//&2F`+&BR`%5!-:)KC6; MU,V9JLQ*>7&"*/.C(#ZIQ*D&*_ID[>"R!UG5/F(]HK%JZ1S"E#=\I;E`R!83 M64`=D)%[X9`*;E)(_X92Z87_)EY2-O.;5QJLM`*TFAOX@BBII2-3]H)@@C-] M6A:>+G^[OOIQ=WU[^_O@[L?@^79X/[B_^M>/P=WMS;]O[[\-+B^'/^Z?G^RN M$:NK7-&(.FUA,)Y#O8OOPT5267]`;A*0<1=/J`W'_._7N@[*6+J1N0$KHJ2= MDH"$=8VM6-(G$Q_X_\WICU;W'ZV9\46>!A%)4[JDO]*(:W'/2\YX>4-!9A:S M=A5I-3X_)/$-Q%'U<$IRZU:<#;`CRM))B(F]-^M![Y.I7I'43X+9HLZZ8L<5 MR;P@;&FT*?%_F<3OOXY(L-!L^A^;"DW_ZN6.3+QPT?%A\!&D#&5M^"65AMZ; M\CI4+CY[%4^](.*06/\9T(<@J<7FW+9=,"#4%=Z8F]*L>4KO84I.05&<:BF* M"N7%/J=,;#$*Z$.@*!HL9;A$0JB[4ZAV8OEJTB]O_!)=U\EM1J:L=4]B)-") MP*>6XZ:*QFPBK)=&N2"5$XM'.PV>S37]KVQ>W3Q(;],T)Z-A`O\+`KK/IZ\D M*2]7E_^J[CEJ?`0XA7KYVY2IDC^ISQ!D+\=W:2@6#T2$(MN46/6P5C")VAL( M=W+8+!$X'^,L-F<4FI&U)0$L)(,Y:1`#^VU6BBNU3]X M239_3KPH!01QE%[,Z__"T23UB5X.#FV6(M?)X>99V0,``0)3T68]>Z5F8FV7 M24,E.9,IVL'2WB]*>_].8*_C;12L,4`;@OR$D'F,U)H`EMO7=`VIGLD^=0\Y MW6)\L;K5?T=IP%0(R6020\4:H+A]C=6,6NG5^C'4ZO?@G;HX@5BOUGX(5""( MKH5L8BA6$Q:W+WX:TBR3YU*#I\&EQ.ZX_!5\'T$`+&00:S_1MQFRHI&V&.`SR(`@(^U]G>OP@?AB"@$]G9 MO!NW3A=W@>2.`1R(P@<1OZ6U<`V="V>5'=46'7[16C%9Q=MP=O"0)_Z;EY+! M)"&++L:B)"=G&%"(8`W48"IC`Q=C[:2\J!/)Z+6#4J)0Z@A',!3"/P3QJ21# ME?1F$V,]O'!",@=?+59/K!UY+FI8JH-/E?/A]9$4TSEN;=MDO^29<"-,_:WS MG22OL?G-LU-E/<=2V;`H,"E%`:?SWTGV%BMI+6,*0(D@YZ(@$$GUY>/5S_@Y MJ<)&5VG2KF9V%(Z/U@\O%;B9- M;.-HH!=+<"+'6AGGD@<564U-MZIH\DB7Q^%B`=#5Q&(P4(L@2Z/`6`U%K",U M^T0*8+#T=BT]"60TW(F%SB6C;PG$I7Z>?@+]I%\S26DPB8)QX'M1 M-OP945Z\!;/J2?4%*23Q*0%TW5=&_7=R^[:M46^ M;,H31).'.`R*SEZ6"[ZW*9+L4\,>"&>S%L\&ALG$BX*_"HE>TA6(4C>JVB,] MU*0]'"^;H2Z?;95^8LS$-RB?,-RSE!8HVR!-LL/MPF"7E,]H>'H94SGYB\]> M)TF= M5P]ORD)I&`$8$,0.TLQF;R!L<&X7])L2\YG1C/9;G&3/))FNOE5U@UV\-.%'3HIS`18$^6XQMUD)&SV\;B^_QK38:#Y<)(D?LYDQ+=Z8 MBV+YBLCI8'-;5XN;\>[78N#K5Y-9\T%>>'+P2.,3\4$"=-M\HC(@Z>+OLH4K M1QGX[H4+X0PCKC)K3@G($#D3;-XS=+H=;+=O=QE3;:/WNS0$\OPS-JW:=$I` MAB#O*>:]0=5>P7;[GIDQU399GJ0E$#JC\76[F!30(2AF$O/?I'K7@-LJ*4&= MV[!X9G5%)?3N+1ZAI@3EH`J+8PY)9.()`"&B%5TH"G;F0QJKVQ[*;G3":.'? M39R08!)=?_AO$`/1/_[TDE'UK,YW[R.8YM/:*SL03_'6=YWY`!.B=(FT$!@K M?0L6N)U!Z6B1MWAGGDH)"I.20@T?@_1/7I$%?Q`@0>2_"%G.7LRY^.I^>"^D M=G2(2?_N!#61XH&`")$>T!@`#SFEQG,UMGF;@P=&XR M(Z4CBT4\]]Z4;&QO4KVGF.,`#Z(S.";#V1HG@H9!\3H1F\F3LS^\\+N7\'M_ M;?\0J$"4$Q5QB^%%-D%RVU?L1-U,GF9]HQ]ZRN*96-_6?PET((J71?QB*%PC M)KI?=$LO$L MZ%'Y^21XASU52KM9PP`-HBA=DOEL MW1;@=-L7[NCDW>A]G'B<_:3BOJ++2QC/H*@"NAR*")4:"[0B\AF$3&4$:9(P ML367ZE:P1GM!/E*=H/)\&T2CVB>O/V8D2DE%3-%\=%V49/+0 MM)\=\"+(;JG(AJ'+QGB!K/E]U]IN,N55D\%H]4FRD,'M@T^_/5UPWZMQ?Z:B MY\KS`D8$Z305>8@U7)<+>Z>C87^TVG#=&Q4/]5;U^5?D502F<0Q<3$04&`H9 MSG:;>?!L=1'$K+YG%B/`9;.-5=UR"@WW1C^>OL7O)(G@;^AR-9C0V&D^?`V# M2:&-Z2"[\8*$U^?5Y">`2X@B2Z$XV<9AD!NVFAZBMB6+UWOH[IXE@9^1T:67 MPAX/_W/]WSQX]\+BTE=VZ27)G!(N8S:*LP%V!&&`M)#8%J('O#2&KWMCJ/'9 M8AGZ=^J_3KP)N?#\/\EHY0O\1L+10[%4#R2.]^ZN,:+_Q^3>ZXEYX:9`.Q[P^;<+6L6WG!JR. M;&A'S3=93;*ADZ;`N,5_?&#R+(%Z%3DUVN%X,/I/7M["OY/I%L\="%0B.$4P MR7%VZDK(AOHI`WK!'>EUK];H\LDCDC<.:$2P`DHSDZ$Y$A"1)>R[4SF3J?HM MOA:-0&CP!+U.LS>2K/J-+#J>EB] M)]WB.7#V@HSCA"S^^]G[T--=]D2``LO&+<-N>8458D;V]EYW6MIU%V^]CMW+ M[M,G"$Y[I!FIL+>O`43VNEYGRG9BLO?E%E=I\)GD9%3:<5KM1G>!]QJ$1>Y' M20O%TP$B!.:#FX/!XI=B71.%"(=)E)D3^MUIX>=!C7_RKV$ M\B.<7X_'A%_R)QH+M+H2NIPHA"[-,&V=Z^Y<_3J-5B`'[$-=;1#F&?5_9FK+ MX/9P.)9P)7YI?J)+$:G90]/6$L9^=&.Q(K.0XTJP:4%B$">+$O&:CD"A2?G" M%#S&N?Q#^<-H-)C"D9_$]=LN/DFY>(C%P@QI!+NDH4,&8K@EVR.5M'B+O$;T M39QL`)2ZCBDQ`V!$X%WM0(QL:Y1G$P;CVIE:&/70_@U_)VXL4_\=I0%34PYY MKK&(5E M^4QL1?H3F2P>69%X#YXW%G`AT'*3,F+O^3*G[G>\D M>8VM>Y[&Y6SR4.ZBO+\A]C'7?PET(#AJD^,6P[-L1(2LW!6[;VGQ2N=R-_M& MXDGBS=X"WPM5/(W-<8`'2Q&#(=E(^)0,+F!X<*4+"=MLZ58N3G6J5+R6[7&` M!T$4),MWH6_)1(C(SS0K/:-O%T\F"9E0$=0_)=[8.<.`0@0KHBPG&?N\&""R M3;\;0=H\]LV3>";7O[+^4THUFD)L,7,Y)ZC;F)!I''8WTV*SA( M2/(>^$3"_V@:`B@0!$PF)<)6>`X#,#PH:4ZD>B^H&$4!@BN)2J7\$>8XP(-H MM^>P7*AY3'`8',E.!&S:F&DU/GGJ%>M M?X[U;LH82DSX;V24AV0X?H`X(\GF5#&+1H70F:UH8ROSEI+L-(`6T9HN%`LG MZZ2&&(/OL'M9Z[U/;:AKHQ=-9+SSY>^`7@3;A":;V9JZ"1!#M8>.<,XM)J$* M.J1R4+5?OARQ#):U[]MT`WHDS.-D`P^UW%2RX;':SDLW$W0EN MXLI/``@1:;>B8+BY2SGD&&HS=B-GO=8]'2/\D9)Q'MX%8Y')2LP`&!'Y"-)" MT=#B+=!N.Q06EG6[IZ#-Q%W,G^FWY4[01#,`1D29)471:)C$%G0,,=K.1&TQ M%\`6*/VR[&&<:`:(T1'E#N2EHJ')6ZA1:[)I*5M"3)5UR=PN:Q@`. M1(NO/.?9VLK#::O3JF.:;='_OLBID@311$JEUW\,E+O@56_QFJW+C0#=]J!W MIL063[#NB)>2MS@<0#/)U#<`.R(%%PJ)H>V&V=')LXB.J87-D_A._18$/G<7 MLN+X"1(<:7T(I/[>YXXM>%+R8O MVUU_^'0UH=*LW@0?OI/DTDN2.=W`B[_@81"/!GH11&OM.<[05&D.(+NGATF? M3:[9#R3Q0;.2CX;BH^>?B49H)<"`XT6\O"9:_K<,-9`^X8M)YDWW5FF3S&,^],)L_ M>>]TWP4!I7?Q3WW%%TP'B+!D7%K)1$'[Y5B"["U83"9@,DB5$U"[Q5\T'V!R M/I`]8`>R+7B"[#U:3%9@-!U926CQ"N9P/(S(*C1[B(,('EA/H$;I-JKOWL-H M.53**EK,#YB=#X4/.(E)#SY?6$E4=($;]=E.+-8OU&5Y%T>3!?D%B;^1<'03)S]24=94 M:@[`Z7QTS7_M084/U3G9%R3;AFL%$!9])P5R)8J`%&>#(A@LWI9A>7(,2XM' M&`J,;>N*S4NS`FI7M-Y[4[EK-QHS`@\0Y+/:25#;,C@<<<`Z=J3N\`G M44H=YL$D(2J7%5GC7@Y.,353U)<(6^M%V-UN98;$*D[UVD$R_$OZ39)$7AC. MK\@[">,9&=TD7D05*"42G!VUP4DZG]B\T+[<^*- M"%`CMQ=L_ARH1W`\T9[_["V``1E9^:EC4?57BPG;&V-1DL),@!G!GM&%'-FF MH\X?#(W0K>F'S4)6H]N@XFRPHB**(]2EIF4!'$Y@B)BM:P2"EB9/\3C[2?5F M@V2E!B?<.0`G@J.*=E)B:[\*#]R.I*U;BT5_JCI_E3*+]1\#Y0B\HG9\%U=S MK(']M$^$'=OJ^*/QLLVIS4[EFF];G&+J/+[)2[:1;&/`X/YHR\#B,5B+EVU. M,3T!M\U1MO8TX7#;E=#6/#=?MCD]0>0`;W.4HWD-./9MI+8Z%)WJU68RNY>] MDR@GC\2/J<,A]5X]8PA0AFB_%+*0<5;#1]=)SR:C,C#Z(O'V9^YDRBDYPX!" M!.<;$DR4UH]-;.U2KKN4A,VWV[8IDUP;V0,!$8*]3Y+Q'`=>A-#M7;$;R1N] MQ7^=9L$42M>?2/(>^'"!*HA'/$-K'@%T(=H3A0QDK'E<<'ME;."ER>OUVU]Z M\HI'ESS_3V]"A5(F@R\2XL%?J.T'_+D`"X(E59KITINV%&S'X]YN5-ODM?D& MN>2OJ9\$B]O=JV+!:#3,WDA2_C[55'6EN0$KIAR.2"CRJJ_#!F3M@[IQATVJ M]B`,XY]>Y).;F/(TRY,(WN=X2&#[3.*,^!(&J3X1H$"@M)+,9JBL#F)D[=RL M2=]H/P>X%>=GP^B>9,ME8;[63^#R#1)\MY$4F=PJ8;.?`DY@23/HB)!A&=UP M"5GE93=KN\62X.]>\B?)%GOL8/1.DBR`'??Z8T:W7B+IE,E-`DBQZ+U8(+Q3 M*`6T;A?-[U8[;'8NV29,=`RR-0#2\(@J&Y78SM9V)D[T*W.;@PJ+FJA5P()` M[R18RDDK;X!I.LNR6_UTZ:5OU)+@?^!QMWN.]9+BZOS,H4FBOFR?PB"$-^URGN M2*`3T=FA%%,9:0LIH&Y'<1TKK,U2Q#@B\T6@X.U9TDT

6QE/3-$)W=I9'1H M.B`S,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C,P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R-35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C4U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^17AP:7)E M9#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z.3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-S!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!B;W)D97(M=&]P+7-T>6QE M.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`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`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`D-#<@;6EL;&EO;BP@86YD("0U-R!M:6QL:6]N(&9O65A2X\+V9O;G0^/&9O;G0@6QE/3-$)VUA3I4 M:6UE#LG/D%T(#PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/BP@,C`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`P,#`P,#MM:6XM=VED=&@Z,S(P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@'0M M86QI9VXZ8V5N=&5R.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y,'!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Y,'!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,S(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^56YV97-T960@6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.R<^1W)A;G1E9#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S(P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^5F5S=&5D/"]F;VYT/CPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`W-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B8C,38P.VUI;&QI;VX@;V8@ M=&]T86P@=6YR96-O9VYI>F5D(&-O;7!E;G-A=&EO;B!C;W-T('=A3I4:6UE M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B!S=&]C:R!R:6=H=',\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C$N-3`\+V9O;G0^/&9O;G0@ MF5D(&-O M;7!E;G-A=&EO;B!C;W-T+"`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`P,#`P,#MM:6XM=VED=&@Z,S6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S-S!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`S-S!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M"!B96YE9FET/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)OF5S('-T;V-K+6)A#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X-7!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`X M-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/D)A;&%N8V4@870@1&5C96UB97(@,S$L(#(P,3`\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,35P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S!P>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`T,35P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-S!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/D%M;W)T:7IA=&EO;B!O9B!C87!I=&%L:7IE9"!A;F0@ M9&5F97)R960@#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,'!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#LG/D)A;&%N8V4@870@1&5C96UB97(@,S$L(#(P,3$\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,35P>#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@-S!P>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`T,35P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#LG/D%M;W)T:7IA=&EO;B!O9B!C87!I=&%L:7IE9"!A;F0@9&5F M97)R960@#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/D)A;&%N8V4@870@1&5C96UB97(@,S$L(#(P,3(\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,35P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@-S!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`T,35P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-S!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/D%M;W)T:7IA=&EO;B!O9B!C87!I=&%L:7IE9"!A;F0@9&5F97)R M960@#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,'!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#LG/D)A;&%N8V4@870@1&5C96UB97(@,S$L(#(P,3,\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,35P>#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@-S!P>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O'1087)T7V0Y8V,Q-3'0O:F%V87-C3X-"B`@("`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`P,#`P,#MM:6XM=VED=&@Z-#=P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,34P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`U,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C4P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@'0M86QI9VXZ8V5N=&5R M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-C5P>#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.U1%6%0M04Q)1TXZ(&-E;G1E'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-#=P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`V-7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`V-7!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@-C5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q-C!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE2`Q+"`R,#$Q/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`T-W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C0W<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#=P>#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,38P<'@[('1E>'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,38P<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE M9G0[)SY#;W-T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^ M)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#=P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@,38P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,38P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY#;W-T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`T-W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C0W<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO M9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`T-W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C0W<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-C!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS M-G!X.R<^5&AE(#(P,3$@4F5S=')U8W1U65A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0\+V9O;G0^/&9O;G0@3I4:6UE6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/F\N/"]F;VYT/CPO<#X\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'!E;G-E*2P@ M3F5T/&)R/CPO'0^)SQS<&%N/CPO'!E;G-E*2P@;F5T/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#XG/'`@6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.R<^($EN/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^ M=&5R97-T/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^ M(&%N9"!/=&AE3I4:6UE'!E;G-E*2P@ M;F5T(#PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C%P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`R-#5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C(Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S M,C5P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C,R-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3!P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@#MT97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S0V<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^26YT97)E'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S-#9P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UEF%T:6]N(&]F(&1E M8G0@9&ES8V]U;G0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S(U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/F%N M9"!D969E#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S0V<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DYE M="!R96%L:7IE9"!G86EN("AL;W-S*2!O;B!F;W)E:6=N(&5X8VAA;F=E(&-O M;G1R86-T6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`S-#9P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^ M)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB M;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H M.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!L969T.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^)#PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V M934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=? M868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M'0^)SQP('-T>6QE/3-$)VUA6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT M+7=E:6=H=#IB;VQD.R<^)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[ M)B,Q-C`[)B,Q-C`[26YC;VUE(%0\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E M:6=H=#IB;VQD.R<^(#PO9F]N=#X\+W`^/'`@#LG/D1O;65S=&EC(&%N9"!F;W)E:6=N M(&EN8V]M92`H;&]S"!E>'!E;G-E("AB96YE9FET*2!A6QE/3-$)VUA6QE/3-$8F]R9&5R+6-O;&QA<'-E M.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`S.3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0X("!S='EL93TS1"=W:61T:#H@,C0U<'@[(&)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,SDP<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`T,C!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`T,#5P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,SDP<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S.3!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^ M/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-#(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!L969T.R<^26YC;VUE('1A>"!E>'!E;G-E("AB96YE9FET M*3H\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`T,#5P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`S.3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@-C!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S.3!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,SDP<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/D9O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,SDP<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/E1O=&%L(&-U#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#MT97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#MT M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`T,#5P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,SDP<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D9E9&5R86P\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,SDP<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E1O=&%L M(&1E9F5R'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-#(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#M415A4+4%,24=..B!L969T.R<^061D(&)A8VL@=&%X(&)E;F5F:70@8W)E M9&ET960@=&\@861D:71I;VYA;"!P86ED+6EN(&-A<&ET86PZ/"]F;VYT/CPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@-#`U<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#`U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^ M17AC97-S('1A>"!B96YE9FET(&%S'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`T M,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T M=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T M=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T M=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`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`P,#`P,#MM:6XM=VED=&@Z,C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,3<@('-T>6QE/3-$)W=I9'1H.B`T,3!P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`Q,S!P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0U("!S='EL93TS1"=W:61T M:#H@,3,P<'@[(&)O#MT97AT+6%L:6=N.F-E;G1E#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$-2`@6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY& M961E2!R871E M/"]F;VYT/CPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY3=&%T92!T87AE6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C,U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M M04Q)1TXZ(&QE9G0[)SY$;VUE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY&;W)E:6=N M(')A=&4@9&EF9F5R96YT:6%L/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C,U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q) M1TXZ(&QE9G0[)SY#:&%N9V4@:6X@=&%X(')E'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ M(&QE9G0[)SY3:&]R=&9A;&P@9G)O;2!E;7!L;WEE92!S=&]C:R!O<'1I;VX@ M97AE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY2971U#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[ M)SY.970@3W!E6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`R,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"!C M;VQS<&%N/3-$,B`@"!A='1R:6)U=&4@87-S=6UE9#PO M9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`R,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY/=&AE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`R M,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`T-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^)3PO9F]N=#X\+W1D/CPO='(^/"]T86)L93X\+V1I=CX\<"!S='EL M93TS1"=M87)G:6XM=&]P.B`P<'0[(&UA3I4:6UE2!C;VYS:7-T(&]F($YE=R!62"=S(&YE="!O<&5R871I;F<@;&]S M2`D-C2`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`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`P."P@=&AE($)U"!G2P@ M5FEV96YD:2!(;VQD:6YG2X@26X@;&%T92!!=6=U65A6]V97)S('=E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/DY/3"`\+V9O;G0^/&9O;G0@"!B96YE9FET(&]F("0T-B!M:6QL:6]N+B`\+V9O;G0^ M/&9O;G0@6QE M/3-$)VUA6QE/3-$)VUA2!T:&4@4')E"!C2!T;R!*86YU M87)Y(#$L(#(P,3(L(&%N9"!E>'!I2!R96-O'1E;G-I;VX@;V8@=&AE(%(F86UP.T0@=&%X(&-R961I="!R96QA=&5D M('1O('1H92!T87@@>65A6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/FYE M="`\+V9O;G0^/&9O;G0@2`D/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C$\+V9O;G0^/&9O;G0@ M3I4 M:6UE65A6QE/3-$)VUA6QE/3-$)VUA"!E9F9E8W1S(&]F('1E;7!O2!D:69F97)E;F-E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/CH\+V9O;G0^/"]P/CQP('-T>6QE/3-$)VUA6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#!P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0U("!S='EL93TS1"=W M:61T:#H@,38P<'@[(&)O#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^1&5F97)R M960@=&%X(&%S#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^ M/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D%L;&]W86YC92!F M;W(@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DEN=F5N M=&]R>2!R97-E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/D%C8W)U960@97AP96YS97,\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E-T;V-K+6)A6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`S,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4 M+4%,24=..B!L969T.R<^1&5F97)R960@=&%X(&%S6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4 M+4%,24=..B!L969T.R<^5F%L=6%T:6]N(&%L;&]W86YC93PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^1&5F97)R M960@=&%X(&%S#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^1&5F M97)R960@=&%X(&QI86)I;&ET:65S.CPO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#LG/E!R97!A:60@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4 M+4%,24=..B!L969T.R<^1&5F97)R960@=&%X(&QI86)I;&ET:65S/"]F;VYT M/CPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`S,35P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)VUA6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X M.R<^07,@;V8@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/D1E8V5M8F5R(#,Q+"`R M,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!W92!H879E('9A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/DY/3#PO9F]N=#X\9F]N="!S='EL M93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F-A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/C8\+V9O;G0^/&9O;G0@2P@=VAI8V@@8F5G M:6X@=&\@97AP:7)E(&EN(&9I3I4:6UE3I4:6UE M2`D,S3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/F-A6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/C`Q,RP@871T3I4 M:6UE2!O9B!W:&EC:"!C86X@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F)E(&-A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5V4@979A;'5A=&4@;W5R(&1E9F5R M"!A3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/BP@=&\@9&5T97)M:6YE(&EF(&$@=F%L=6%T:6]N M(&%L;&]W86YC92!I6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BT\+V9O;G0^/&9O;G0@"!A3I4:6UE3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/B!A6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G M:6XM;&5F=#HS-G!X.R<^0W5M=6QA=&EV92!U;F1I6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX\+V9O;G0^ M/&9O;G0@3I4:6UE&5S(&]N('1H97-E(&5A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/D1E=&5R;6EN871I;VX@;V8@ M=&AE('5N&ET>2!O9B!T:&4@:'EP;W1H971I8V%L M(&-A;&-U;&%T:6]N+B`@26X@=&AE(&5V96YT(&]F(&$@9&ES=')I8G5T:6]N M(&]F('1H97-E(&5A2!B92!S=6)J96-T('1O(&)O=&@@9F]R96EG M;B!W:71H:&]L9&EN9R!T87AE"!C3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G-T871E(&%N9"!L M;V-A;"!I;F-O;64@=&%X(')E='5R;G,@9FEL960@8GD@5FEV96YD:2!O2`Q,"P@,C`P."!T:')O=6=H/"]F;VYT/CQF;VYT M('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B`\+V9O;G0^/&9O;G0@"!R971UGIA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B`@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/E9I M=F5N9&D@1V%M97,@=&%X('EE87)S(#(P,#4@=&AR;W5G:"`R,#PO9F]N=#X\ M9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE&EN9R!A=71H M;W)I=&EE3I4:6UE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F-U2!E>&%M:6YI;F<@5FEV96YD:2!'86UE"!Y96%R6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B`\+V9O;G0^/&9O;G0@2=S(&UA;F%G96UE;G0L('1H92!U;'1I;6%T M92!R97-O;'5T:6]N(&]F('1H97-E(&UA='1E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`\+V9O;G0^/&9O;G0@3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!R96UA:6X@;W!E M;B!T;R!E>&%M:6YA=&EO;B!B>2!T:&4@;6%J;W(@=&%X:6YG(&IU6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`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`\+V9O;G0^/&9O M;G0@F5D M('1A>"!B96YE9FET3I4:6UE6QE/3-$)W=I9'1H.B`R-#5P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)OF5D('1A>"!B96YE M9FET6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`S-S!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE"!P;W-I=&EO M;G,@;V8@8W5R'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O&EN9R!A=71H;W)I=&EE6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S-S!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UEF5D('1A M>"!B96YE9FET'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ6QE/3-$)VUA6QE/3-$)VUA6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM M;&5F=#HS-G!X.R<^03PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL M>3I4:6UE3I4:6UE2P@ M;V8@:6YC;VUE('1A>"!L:6%B:6QI=&EE6UE;G0@;V8@8V%S:"!O"!L:6%B:6QI=&EE3I4:6UE"!P;W-I=&EO;G,@:6X@)B,X,C(P.TEN8V]M92!T87@@97AP M96YS92XF(S@R,C$[($%S(&]F($1E8V5M8F5R(#,Q+"`R,#$S(&%N9"`R,#$R M+"!W92!H860@87!P2`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`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`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U M,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQP('-T>6QE/3-$)VUA3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.R<^)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`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`^/'`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S`Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#=P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`X-W!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S`Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,R`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`S,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#%P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`S M,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT M.V)O#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0S M("!S='EL93TS1"=W:61T:#H@,S,Y<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S,Y<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY.=6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`S,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#%P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S4X<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE M9G0[)SY$96YO;6EN871O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`S,SEP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`S,#%P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0S("!S='EL93TS1"=W:61T:#H@,S,Y<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S,Y<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[ M)SY%9F9E8W0@;V8@<&]T96YT:6%L(&1I;'5T:79E(&-O;6UO;B!S:&%R97,@ M=6YD97(@=&AE('1R96%S=7)Y('-T;V-K/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@,S(P<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S(P<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SYM971H M;V0Z($5M<&QO>65E('-T;V-K(&]P=&EO;G,\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@,S(P<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S(P<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY$96YO M;6EN871O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^ M/"]T'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#%P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`S-3AP>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+6)O='1O;2US='EL M93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL M969T.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S`Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB M;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L M93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T M>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R M+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O M='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)VUA6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X M.R<^3W5R('5N=F5S=&5D(')E3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/B`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G=E(&%R92!R97%U:7)E9"!T;R!U M65A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B`R,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0@,C`Q M,CPO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C(T/"]F;VYT/CQF;VYT('-T>6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/B8C,38P.VUI;&QI;VX@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX\+V9O;G0^/"]P/CQP('-T>6QE/3-$ M)VUA6QE/3-$)VUA6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G1H92`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`@("`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`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/C$\+V9O;G0^/&9O;G0@3I4:6UE3I4:6UE6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/B`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`\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F5P=7)C:&%S92`\+V9O;G0^/&9O;G0@ M3I4 M:6UE6QE/3-$)VUA M6QE/3-$)VUAF5D('1O(')E<'5R8VAA3I4:6UE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!M:6QL:6]N M('-H87)E6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/G1O8VL@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G(\+V9O;G0^/&9O;G0@ M3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/G)O9W)A;2X@5&AE(#(P,3`@/"]F;VYT/CQF M;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/G,\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G`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`R,#$\+V9O;G0^/&9O;G0@3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP\+V9O;G0^/&9O;G0@6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/C$T/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@,C`Q/"]F;VYT/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/C0\+V9O;G0^/&9O;G0@6QE/3-$)VUA6QE M/3-$)VUA3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!T;R!S:&%R96AO;&1E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX@3SPO9F]N=#X\9F]N="!S M='EL93TS1"=F;VYT+69A;6EL>3I4:6UE2`Q-2P@,C`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`Q,RP@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G=E(#PO9F]N=#X\9F]N M="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`\+V9O;G0^/&9O;G0@6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/G,\+V9O;G0^/&9O;G0@3I4:6UE3I4 M:6UE#LG/D]N($9E8G)U87)Y)B,Q-C`[.2P@,C`Q,BP@;W5R($)O87)D(&]F($1I M3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/B!P87EA8FQE(&]N($UA>28C,38P.S$V+"`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`Q,BP@,C`Q,2P@/"]F M;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/G=E/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!M M861E(#PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6UE;G1S(&]F("0R M(&UI;&QI;VX@=&\@=&AE(&AO;&1E7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^ M,3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`R,S!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@#MT97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S!P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4 M+4%,24=..B!L969T.R<^4W5P<&QE;65N=&%L(&-A#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C4U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D-A&5S/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`U-7!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@-35P>#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB M;VQD.R<^,CPO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE M6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET M86QI8SLG/D-R961I=#PO9F]N=#X\+W`^/'`@6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!U;F1E2!F;W(@8V5R=&%I;B!P87EM M96YT('1E2!L971T97)S(&]F(&-R961I="!W97)E(&9O6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B@D,C$@;6EL;&EO;BD\+V9O;G0^/&9O;G0@ M3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX@/"]F;VYT/CQF M;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/B`\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/E,\+V9O M;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/F0\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@=3PO9F]N=#X\9F]N="!S='EL M93TS1"=F;VYT+69A;6EL>3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A3I4:6UE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@=V4@87)E M(')E<75I6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@ M2!D6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/D)O=&@\+V9O;G0^/&9O;G0@6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/B!O9B!C6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G=E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C,\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)VUA2X@56YD97(@=&AE6UE;G1S('1O(&$@;&5S6UE;G1S('1O('1H:7)D+7!A2!C;VYD:71I;VYE9"!U<&]N('1H92!A8VAI979E;65N="!B M>2!T:&4@9&5V96QO<&5R2!D979E;&]P97)S(&%N9"!I;G1E;&QE8W1U86P@ M<')O<&5R='D@:&]L9&5R7!I8V%L;'D@87)E(&1E96UE9"!T;R!B92!A M9'9A;F-E6%L=&EE6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F%L('!R;W!E6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!O9B!T M:&4@2!R:6=H=',\+V9O M;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F5V96QO<&UE M;G0@86=R965M96YT6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F-O;6UI M="!T;R!S<&5N9"!S<&5C:69I960@86UO=6YT6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/B`H87)E*3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL M>3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A M#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,36QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,3$@('-T>6QE M/3-$)W=I9'1H.B`T,3!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,36QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@2!A;F0\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB M;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X.R!T97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@'0M M86QI9VXZ8V5N=&5R.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M.35P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.CDU<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@'0M86QI9VXZ8V5N=&5R.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,36QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Y-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`R,#5P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@,3DP<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3DP<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^ M,C`Q-#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.#!P>#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@.#!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M,3DP<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3DP<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#M415A4+4%,24=..B!L969T.R<^,C`Q-SPO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`Q.3!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q.3!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`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`H/"]F;VYT/CQF;VYT('-T>6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF M;VYT+7-T>6QE.FET86QI8SLG/FDN92X\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HP<'@[)SXF(S$V,#L\+V9O;G0^ M/"]P/CQP('-T>6QE/3-$)VUA2!D M971E&%M:6YE('1H92!R96QE=F%N="!F86-T2!B87-I2!L96=A M;"!M871T97(@=VEL;"!N;W0@;6%T97)I86QL>2!A;F0@861V97)S96QY(&%F M9F5C="!O=7(@8G5S:6YE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G!R;V9I M=&%B:6QI='DL(&-A6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F]R M(&QI<75I9&ET>2X\+V9O;G0^/"]P/CQP('-T>6QE/3-$)VUA#LG/B8C,38P.SPO9F]N=#X\+W`^/'`@3I4:6UE6QE/3-$)VUA6QE/3-$)VUA2!F:6QE9"!A('-H87)E:&]L9&5R(&1E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SLG/DUI;&QE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SLG/BP@970@86PN/"]F M;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/BP@3F\N)B,Q-C`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`V+"`R,#$T+"!T M:&4@8V]U6QE/3-$ M)VUA#LG/DEN(&%D9&ET:6]N+"!O;B!! M=6=U6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT M+7-T>6QE.FET86QI8SLG/B8C,38P.V5T)B,Q-C`[86PN/"]F;VYT/CQF;VYT M('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/BP@0RY!+B8C,38P.TYO+B8C,38P.S@X.#0M5D-,+B!!('!U M8FQI8R!V97)S:6]N(&]F('1H870@8V]M<&QA:6YT('=A3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!F:6QE9"!A;B!A;65N9&5D(&-O;7!L M86EN="!U;F1E&5C=71I=F4@3V9F:6-E2=S($-H:65F($5X96-U=&EV92!/9F9I8V5R(&%N9"!#:&%I M6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`\+V9O M;G0^/&9O;G0@3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE2!A9V%I;G-T M($%304,N)B,Q-C`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`S,2P@,C`Q-"X@($%L2`S,2P@,C`Q-"P@=&AE M('-P96-I86P@8V]M;6ET=&5E+"!!4T%#+"`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B!A;F0@2V5L;'D\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/E1H92!T3I4:6UE6QE/3-$=&5X="UA;&EG;CIC96YT97([/CQF M;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HP<'@[)SXF(S$V,#L\+V9O;G0^/"]D M:78^/'`@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B!397!T96UB97(F(S$V,#LQ,2P@,C`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`^/'`@3I4:6UE#LG/D9U2!R96-E:79E9"!A(&QE='1E2!T;R!I;G9E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/FEN('1H92!#;W5R="!O9B!#:&%N8V5R>2!O9B!T M:&4@4W1A=&4@;V8@1&5L87=A6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G!U M6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE M.FET86QI8SLG/DAA>65S/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SLG/E!A8V-H:6$\+V9O M;G0^/&9O;G0@6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/BX@(%1H92!#;VUP86YY(&%N2`R,2P@,C`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`Q-"P@ M,C`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`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO2!46QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.VUA#LG/C(\ M+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^+B`@4F5L871E9"!0 M/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^87)T>2`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`H=&AE("8C.#(R,#M786EV97)S)B,X,C(Q.RD\+V9O;G0^/&9O;G0@2!P=6)L:6,@;V9F97)I;F=S(&)Y(%9I=F5N9&D@86YD(')E6UE;G0@87)R86YG96UE;G1S+"!I;F-L M=61I;F<@=&AE:7(@96UP;&]Y;65N="!A9W)E96UE;G1S('=I=&@@=&AE($-O M;7!A;GDL('1H92!#;VUP86YY)W,@,C`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`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!)2!)6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.VUA#LG/C(\ M+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^+CPO9F]N=#X\9F]N M="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE3I4:6UE6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HQ.'!X.R<^)B,Q M-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/DEN($IU;'D@,C`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`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[ M)B,Q-C`[/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/DEN($1E8V5M8F5R(#(P,3$L M('1H92!&05-"(&ES28C,38P.S$L(#(P,3,@86YD(&EN=&5R:6T@ M<&5R:6]D6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/F4@861O<'1I;VX@;V8@=&AI3I4 M:6UE#LG/E)E8VQA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HQ.'!X.R<^)B,Q-C`[)B,Q-C`[ M)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[/"]F;VYT/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/DEN($9E8G)U87)Y(#(P,3,L('1H92!&05-"(&ES3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SMM M87)G:6XM;&5F=#HQ.'!X.R<^06-C;W5N=&EN9R!F;W(@8W5M=6QA=&EV92!T M3I4:6UE2`R,#$S+"!T:&4@1D%30B!I6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G5P9&%T92!T;R!T:&4@875T:&]R:71A M=&EV92!G=6ED86YC92!R96QA=&5D('1O('1H92!R96QE87-E(&]F(&-U;75L M871I=F4@=')A;G-L871I;VX@861J=7-T;65N=',@:6YT;R!N970@:6YC;VUE M('=H96X@82!P87)E;G0@96ET:&5R('-E;&QS(&$@<&%R="!O2!O3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A M;6EL>3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G=I;&P@8F4\+V9O;G0^/&9O M;G0@2`Q+"`R,#$T+"!T:&5R92`\+V9O M;G0^/&9O;G0@6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!N M;R`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HQ M.'!X.R<^)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q M-C`[26X@2G5L>2`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`@("`\=&%B;&4@ M8VQA2!&:6YA;F-I86P@86YD($UA M'0^)SQS<&%N/CPO3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^ M-3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,3$@('-T>6QE/3-$)W=I9'1H.B`S M-3!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#!P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`X,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0Q,2`@6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^3F5T(')E=F5N=65S/"]F M;VYT/CPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`R,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.R<^0F%S:6,@96%R;FEN9W,@<&5R('-H87)E/"]F;VYT/CPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R M,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C8U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8U<'@[)SXF M(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,#!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0Q,2`@ M6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`R,#!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O M6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`X,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S M='EL93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI M9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R M,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^1&EL=71E9"!E87)N:6YG#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`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`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/B!497)M($QO86X\+V9O;G0^/&9O;G0@2P@=V4@;6%D92!T:&ES(')E<&%Y;65N="!O;B!&96)R=6%R>2`Q M,2P@,C`Q-"X@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/E)E9F5R/"]F;VYT/CQF M;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/B!T;R!.;W1E(#$R(&]F('1H92!.;W1E3I4:6UE2`V/"]F;VYT/CQF M;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/BP@,C`Q-"P@;W5R($)O87)D(&]F($1I6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/C(P/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!P97(@8V]M;6]N('-H M87)E('!A>6%B;&4@;VX@36%Y)B,Q-C`[/"]F;VYT/CQF;VYT('-T>6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/C$T/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@,C`Q-"!T;R!S:&%R96AO;&1E M3I4:6UE M'0O:F%V87-C M3X-"B`@("`\=&%B;&4@ M8VQA'0^)SQS<&%N/CPO'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Q-#5P>#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,30U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!R:6=H=#LG/E-#2$5$54Q%($E) M/"]F;VYT/CPO=&0^/"]T'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`V.35P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8Y-7!X.R<^/&9O;G0@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S M-#5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-S5P>#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C6QE/3-$)W=I M9'1H.B`S-35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.U1%6%0M1$5#3U)!5$E/3CH@=6YD97)L:6YE.T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`W-7!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S4U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY!="!$96-E M;6)E6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S0U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^ M06QL;W=A;F-E6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N M=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S-35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S-#5P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S4U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY! M="!$96-E;6)E6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`S-#5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S0U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^06QL M;W=A;F-E(&9O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`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`V934Q M8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S M-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R2!O9B!S:6=N:69I8V%N="!A8V-O=6YT:6YG('!O;&EC:65S("A0;VQI M8VEE3I4:6UE3I4:6UE3I4:6UE'0^)SQP M('-T>6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SMM87)G:6XM;&5F=#HP M<'@[)SY297-U;'1S(&]F($%D:G5S=&UE;G0\+V9O;G0^/"]P/CQP('-T>6QE M/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^1'5R:6YG('1H92`\+V9O;G0^ M/&9O;G0@65A3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/D1E8V5M8F5R/"]F;VYT/CQF;VYT M('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B8C,38P.S,\+V9O;G0^/&9O;G0@3I4:6UE2!U;F1E&5S(&9O6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/F5V86QU871I;VX@=6YD97(@4T5#(%-T869F($%C8V]U;G1I;F<@0G5L M;&5T:6X@3F\N)B,Q-C`[,3`X(&%N9"!C;VYC;'5D960@=&AE(&5F9F5C="!O M9B!T:&ES(&5R3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@,C`Q,RP@=V4@6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C$T(&]F('1H92!.;W1E M3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/F]N3I4:6UE3I4:6UE M2`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`Q,3L@86YD M("AI=BDF(S$V,#ML97-S('1H86X@)#$@;6EL;&EO;B!F;W(@=&AE('EE87(@ M96YD960@1&5C96UB97(F(S$V,#LS,2P@,C`Q,"X@16%R;FEN9W,@<&5R(&)A M3I4:6UE#LG/D1U65AF5D(')E=F5N=65S(&9O3I4:6UE6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/B!R96-O3I4 M:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F-O;G-O;&ED871E9"!S M=&%T96UE;G1S(&]F(&]P97)A=&EO;G,@=VAI8V@@2`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`Q M,2D[("AI:6DI)B,Q-C`[87!P2`D,B!M:6QL:6]N(&9O65A3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX\ M+V9O;G0^/"]P/CQS<&%N/CPO'0^)SQP('-T>6QE/3-$)VUA6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT M+7-T>6QE.FET86QI8SMM87)G:6XM;&5F=#HP<'@[)SY#87-H(&%N9"!#87-H M($5Q=6EV86QE;G1S(#PO9F]N=#X\+W`^/'`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`F(S@R,C`[4VAO3I4:6UE M6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5&AE('-P96-I9FEC(&ED M96YT:69I8V%T:6]N(&UE=&AO9"!IF5D M(&=A:6YS(&%N9"!L;W-S97,@3I4:6UE'!E;G-E*2P@;F5T)B,X M,C(Q.R!I;B`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`F(S@R,C`[26X\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0@;W1H97(@/"]F;VYT/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/FEN=F5S=&UE;G0@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/FEN8V]M M92`H97AP96YS92DL(&YE="8C.#(R,3L@:6X@/"]F;VYT/CQF;VYT('-T>6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/F]U3I4:6UE M3I4:6UE3I4:6UE#LG/D]T:&5R+51H86XM5&5M<&]R87)Y($EM<&%I3I4 M:6UE#LG/E1H92!#;VUP86YY(')E9W5L87)L>2!R979I97=S(&ET6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G1H86XM/"]F M;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/G1E;7!O2!I;7!A:7)M96YT+B`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`Q,"4\+V9O;G0^/&9O;G0@3I4:6UE3I4:6UE M3I4:6UE3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/C`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B`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`\+V9O;G0^/&9O;G0@'!E;G-E+B8C.#(R,3L@(#PO9F]N=#X\+W`^/'`@3I4:6UE3I4:6UE6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/B=S/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!R96QE87-E+"!C87!I=&%L M:7IE9"!S;V9T=V%R92!D979E;&]P;65N="!C;W-TF5D M('1O("8C.#(R,#M#;W-T(&]F('-A;&5S)B,X,C$R.W-O9G1W87)E(')O>6%L M=&EEF%T:6]N)B,X,C(Q.R!B87-E9"!O;B!T:&4@7)I9VAT2!O2!R:6=H=',@:6X@=&AE(&1E=F5L;W!M96YT(&]F(&]U2!I;B!M=6QT:7!L92!P6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/F$@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G!R;V1U8W0G'!E;G-E('1H92!A;6]U;G1S(#PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT M+69A;6EL>3I4:6UE2!L:6-E;G-E3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B8C.#(R,3L@0V%P:71A;&EZ960@:6YT96QL M96-T=6%L('!R;W!E6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F%R92`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`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`S-3`N(%5N9&5R($%30R!4;W!I8R`S-3`L(&=O;V1W:6QL(&ES(&-O M;G-I9&5R960@=&\@:&%V92!A;B!I;F1E9FEN:71E(&QI9F4L(&%N9"!I'!E8W1E9"!T;R!C;VYT3I4:6UE6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/FEM<&%I2!N;W0@8F4@3I4:6UE3I4:6UE6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM M87)G:6XM;&5F=#HS-G!X.R<^3W5R(&%N;G5A;"!G;V]D=VEL;"!I;7!A:7)M M96YT('1E3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0@,C`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`U/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B!A;F0@06-C;W5N=&EN9R!3=&%N9&%R9',@57!D M871E("@F(S@R,C`[05-5)B,X,C(Q.RD@,C`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`N(%=E(&1O(&YO="!H879E('-I9VYI9FEC86YT(')E=F5N=64@87)R86YG M96UE;G1S('1H870@65A6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C,\ M+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C(\+V9O;G0^/&9O;G0@3I4:6UE2P@ M=VAI8V@@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/FAA3I4:6UE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G,\+V9O;G0^ M/&9O;G0@2!R971A:6QE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/G,\+V9O;G0^/&9O;G0@3I4:6UE M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/G1H870@9F5A='5R93PO9F]N=#X\9F]N="!S='EL93TS1"=F M;VYT+69A;6EL>3I4:6UE2`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/FUO6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BAI;F-L=61I;F<@9&EG M:71A;"!D;W=N;&]A9&%B;&4@8V]N=&5N="D\+V9O;G0^/&9O;G0@6QE M/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5VAE;B!W92!D971E6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/B`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`\+V9O;G0^/&9O;G0@F%R9"=S M('-E2!S;VQD(#PO9F]N=#X\9F]N="!S M='EL93TS1"=F;VYT+69A;6EL>3I4:6UE3I4 M:6UE2!B87-I3I4:6UE#LG/D9O6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#MF;VYT+7-T>6QE.FET86QI8SLG/E=A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/BP\+V9O;G0^/&9O;G0@3I4:6UE&5D('-O9G1W87)E+"!T M:&4@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SLG/E=O M3I4:6UE M3I4 M:6UE3I4 M:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B!O9B!S=6)S8W)I<'1I;VYS('9I82!B;WAE9"!S;V9T=V%R M92!A;F0@<')E<&%I9"!S=6)S8W)I<'1I;VX@8V%R9',L(&%S('=E;&P@87,@ M<')E<&%I9"!S=6)S8W)I<'1I;VYS('-A;&5S+"!A2!T M:&4@8V]N2!O M=F5R('1H92!S=6)S8W)I<'1I;VX@<&5R:6]D+B`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`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`^/'`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`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`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`F(S@R,C`[4V%L97,@86YD M(&UA'!E;G-E)B,X,C(Q.R!I;B!T:&4@8V]N&5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'`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`W,3@M,3`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`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`V934Q8C,-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)? M,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS M<&%N/CPO#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3@U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$-2`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,C5P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R-7!X.R<^)B,Q-C`[/"]T9#X\ M+W1R/CQT'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.#5P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O6QE M/3-$)W=I9'1H.B`Q,C5P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R-7!X.R<^)B,Q-C`[/"]T9#X\+W1R M/CQT'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT M97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,C5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@,C`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^5&EM92!D M97!O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[)SXF(S$V M,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,C5P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@,C`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C`U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^36]N97D@;6%R:V5T(&9U M;F1S/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[)SXF(S$V,#L\+W1D M/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,C5P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@,C`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C`U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#M415A4+4%,24=..B!L969T.R<^0V%S:"!A;F0@8V%S:"!E<75I=F%L M96YT6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3(U<'@[)SXF(S$V,#L\+W1D/CPO='(^/"]T86)L93X\+V1I=CX\ M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UEF5D/"]F;VYT/CPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.35P>#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.CDU<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Y-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@'0M86QI9VXZ8V5N=&5R.V)O M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@-S5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@.35P>#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R-#5P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C(T-7!X.R<^/&9O;G0@#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0S("!S='EL93TS1"=W:61T:#H@,C,U<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ M(&QE9G0[)SY!=F%I;&%B;&4M9F]R+7-A;&4@:6YV97-T;65N=',Z/"]F;VYT M/CPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M,C(U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C(U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.U1%6%0M04Q)1TXZ(&QE9G0[)SY5+E,N('1R96%S=7)I97,@86YD(&=O=F5R M;FUE;G0@86=E;F-Y/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0S("!S='EL93TS1"=W:61T:#H@,C,U<'@[('1E>'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE M9G0[)SY297-T#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`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`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`R-#5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`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`P,#`P,#MM:6XM=VED M=&@Z,C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^4W1A M;FQE>2!3;6ET:"!"87)N97D@3$Q#/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^ M)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI9VXZ M8V5N=&5R.V)OF5D/"]F;VYT M/CPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE/3-$)W=I M9'1H.B`R-#5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(T-7!X.R<^/&9O;G0@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.35P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY3:&]R="UT M97)M(&EN=F5S=&UE;G1S.CPO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`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`P,#`P,#MM:6XM=VED=&@Z,C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N M=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R M-#5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`R M,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`R,C5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^4W1A;FQE>2!3;6ET:"!" M87)N97D@3$Q#/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S`U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M6QE M/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P M.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.R<^070@1&5C96UB97(@,S$L(#(P,3,\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H M.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C6QE/3-$)W=I M9'1H.B`S,#5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C,P-7!X.R<^/&9O;G0@6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N M=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P M>#LG/B8C,38P.SPO=&0^/'1D("`@65A#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T M.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3AP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R.#-P>#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3=P>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3AP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,S)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M6QE M/3-$)W=I9'1H.B`Q.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,S)P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U-W!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3AP M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3(P<'@[ M(&)O6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,C!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U.'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4X<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-C)P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U-W!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4W M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U.'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C4X<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R-C)P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3=P>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3AP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@,3(P<'@[(&)O'0M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[ M=&5X="UA;&EG;CIL969T.V)O6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT M97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'10 M87)T7V0Y8V,Q-3'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!L:6-E;G-EF5S('1H92!C;VUP M;VYE;G1S(&]F('-O9G1W87)E(&1E=F5L;W!M96YT(&%N9"!I;G1E;&QE8W1U M86P@<')O<&5R='D@;&EC96YS97,\+W1D/@T*("`@("`@("`\=&0@8VQA#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,S,W<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Y-W!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S M='EL93TS1"=W:61T:#H@.3=P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.CDW<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ M(&-E;G1E6QE M/3-$)W=I9'1H.B`U.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`Y-W!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`Y-W!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S,W<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DEN=&5R;F%L;'D@9&5V96QO<&5D M('-O9G1W87)E(&-O6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`X-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U.'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S,W M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E!A>6UE;G1S M(&UA9&4@=&\@=&AI#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-3AP>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@.#5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@.#5P>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3AP>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93ID;W5B M;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID M;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,S,W<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/DEN=&5L;&5C='5A;"!P2!L:6-E;G-E#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X-7!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U.'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`R.3%P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@.#EP>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#MT97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`U M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C4P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE2!L:6-E M;G-E#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S=P>#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R-S)P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A M,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U M-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R2!A;F0@17%U:7!M96YT+"!.970\+W-T'0^)SQD:78^/'1A M8FQE('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,S!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0U("!S='EL M93TS1"=W:61T:#H@,3#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@.#%P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4P<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY,86YD M/"]F;VYT/CPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`R-3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4P<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY#;VUP=71E#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`R-3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`R M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`R,S!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,P<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^4')O<&5R='D@86YD M(&5Q=6EP;65N="P@;F5T/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W M-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P M-F4U,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`S-39P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/B8C,38P M.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@-SAP>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I M9'1H.B`R,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`W.'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^ M/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H M.B`X-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V M,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!C96YT97([)SXS M("T@,3`@>65A#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE2UD979E;&]P M960@9G)A;F-H:7-E#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C@V<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#M415A4+4%,24=..B!C96YT97([)SXQ,2`M(#$R('EE87)S/"]F;VYT M/CPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ8V5N=&5R.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C9P>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C9P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I M9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O M=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE M.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X M.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P M>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-3EP>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT M+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\ M+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D%C<75I6QE/3-$)W=I9'1H.B`X-G!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@,C4Y<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4Y<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^ M5&]T86P@:6YD969I;FET92UL:79E9"!I;G1A;F=I8FQE(&%S6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@-C9P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`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`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#9P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H.B`S M-39P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@ M#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V M,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C4Y M<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C4Y<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!L969T.R<^06-Q=6ER960@9&5F:6YI=&4M;&EV960@:6YT M86YG:6)L92!A#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C9P M>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE2UD979E;&]P960@9G)A;F-H:7-E#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!C96YT97([ M)SXQ,2`M(#$R('EE87)S/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O M#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M-C9P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@-C9P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`V-G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H M.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB M;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L M93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`R-3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C@V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#LG/D%C=&EV:7-I;VX@=')A9&5M87)K(#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C@V<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!C96YT97([)SY);F1E9FEN:71E/"]F;VYT/CPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#XG/&1I=CX\=&%B;&4@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-#EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`T.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C0Y<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-C!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`T.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C0Y<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`T.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C0Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`T-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#EP>#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#EP M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#8P<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^,C`Q M.#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`T.7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0Y M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`T.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C0Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`T-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#EP>#LG/B8C,38P M.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-#EP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`R,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`X,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`T.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C0Y<'@[)SXF(S$V,#L\+W1D/CPO='(^/"]T86)L93X\+V1I=CX\'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA6EN9R!A;6]U;G0@;V8@9V]O9'=I;&P@ M8GD@;W!E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O M#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ8V5N M=&5R.V)O6QE/3-$)W=I9'1H.B`Y,7!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`Y,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)OF%R9#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`W.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0S("!S='EL93TS M1"=W:61T:#H@,C0P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^0F%L86YC92!A="!$96-E M;6)E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`W.7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@-SEP>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-SEP>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C%P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W.7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,C!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W.7!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`R-#!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-SEP>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3%P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`W.7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R,7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C%P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`W.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@"!B96YE9FET(&-R961I=&5D('1O M(&=O;V1W:6QL(#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`W.7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C(Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W M.7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C(P M<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!L969T.R<^1F]R96EG;B!E>&-H86YG92`\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W.7!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3%P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`R-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@-SEP>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB M;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C(Q<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-SEP>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0^)SQD:78^/'1A8FQE('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O M;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ8V5N M=&5R.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,7!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CPO='(^ M/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ8V5N=&5R M.V)O#L@=&5X="UA;&EG;CIC M96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S)P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@-S%P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UEGIA#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R,C!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`R M,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@-C!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C$P<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$P<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T M.R<^06-C=6UU;&%T960@:6UP86ER;65N="!L;W-S97,\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M,C$P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C$P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#M415A4+4%,24=..B!L969T.R<^5&]T86P\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB M;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3%P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,7!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB M;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L M93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$Q<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`R,3!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/"]T7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("!R;W=S<&%N M/3-$,B!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q M-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`R-#1P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C(T-'!X.R<^/&9O;G0@#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P M>#LG/B8C,38P.SPO=&0^/'1D("!R;W=S<&%N/3-$,B!S='EL93TS1"=W:61T M:#H@,3(S<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q M-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`U<'@[('1E M>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SXF(S$V,#L\+W1D M/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,C5P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R M.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R M.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q M,C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^ M)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`W M.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E M>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-7!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I M9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S M='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI M9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N M.F-E;G1E#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC M96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C M,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`R,C5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O#L@=&5X="UA;&EG;CIC M96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U M<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3(S<'@[(&)O#LG/B8C,38P M.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P M,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY-;VYE>2!M87)K970@9G5N9',@/"]F M;VYT/CPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E M>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/ M3$]2.B`C,#`P,#`P.R<^0V%S:"!A;F0@8V%S:"!E<75I=F%L96YT#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X M.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^0V%S:"!A;F0@8V%S:"!E<75I M=F%L96YT#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E M>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`Q,C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P M.U1%6%0M04Q)1TXZ(&QE9G0[)SY!=6-T:6]N(')A=&4@6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE M/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/ M3$]2.B`C,#`P,#`P.R<^3&]N9RUT97)M(&EN=F5S=&UE;G1S/"]F;VYT/CPO M=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P M.U1%6%0M04Q)1TXZ(&QE9G0[)SY4;W1A;"!R96-U#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^ M/'1D("`@#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB M;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H M.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^ M)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/ M3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SXF(S$V,#L\ M+W1D/CPO='(^/"]T86)L93X\+V1I=CX\<"!S='EL93TS1"=M87)G:6XM=&]P M.B`P<'0[(&UA#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E M>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0X("!S='EL M93TS1"=W:61T:#H@,C0T<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$ M)W=I9'1H.B`Q,C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,C5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M8V]L6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$ M)W=I9'1H.B`Q,C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$ M)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`W.'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N M=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,C-P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/ M3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY296-U#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,C-P>#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT M97AT+6%L:6=N.G)I9VAT.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY-;VYE>2!M M87)K970@9G5N9',@/"]F;VYT/CPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE2!S96-U#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/ M3$]2.B`C,#`P,#`P.R<^4VAO#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE M/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q M-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^3&]N9RUT97)M(&EN=F5S=&UE;G1S M/"]F;VYT/CPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2 M.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY4;W1A;"!R96-U#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ M#LG/B8C M,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q M-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[ M)SXF(S$V,#L\+W1D/CPO='(^/"]T86)L93X\+V1I=CX\#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C4Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y<'@[ M('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`R,3)P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E M;G1E#LG/B8C M,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Y<'@[('1E M>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C@Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q,#)P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E M;G1E'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M8V5N=&5R.V)O'0M M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.CEP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,#)P>#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P,G!X.R<^/&9O;G0@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-3%P>#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(U,7!X M.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.7!X.R!T97AT M+6%L:6=N.F-E;G1E#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C@Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ8V5N M=&5R.V)O'0M86QI M9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.CEP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@,3`Q<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Y<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O M6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.#EP M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Y<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.7!X M.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3-P>#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.#EP>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`X.7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.CEP>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ8V5N=&5R.V)O M#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@Y<'@[)SXF(S$V M,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-3%P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Y<'@[('1E>'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X.7!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@,C8S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C8S<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^4V5T=&QE;65N=',\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.7!X.R!T97AT+6%L:6=N M.F-E;G1E#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Y M<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`Q,W!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C6QE/3-$)W=I9'1H.B`Y<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.7!X.R<^)B,Q-C`[ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@.#EP>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`Q,W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UEF5D(&=A:6YS(&EN8VQU9&5D(&EN(&]T:&5R/"]F;VYT/CPO=&0^ M/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X.7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@Y<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.7!X.R<^)B,Q M-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3-P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C4Q<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^8V]M<')E:&5N#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R-S5P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.#EP>#L@8F]R9&5R M+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z.#EP>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Y<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z.7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3-P>#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R M+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`R M.#AP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(X.'!X.R<^/&9O;G0@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E M;G1E#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S)P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R.#AP>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`W,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-S9P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-S9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#AP>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@ M6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S9P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S9P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S)P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X.'!X.R!T97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ8V5N M=&5R.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,36QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`W-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`W,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-S9P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-S9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#AP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@X<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E M;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S9P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S)P>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X.'!X.R!T97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#AP>#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@X M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E'0M86QI9VXZ M8V5N=&5R.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,36QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$,B`@'0M86QI9VXZ8V5N M=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O M6QE/3-$)W=I9'1H.B`X.'!X.R!T97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C@X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/ M3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`X.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,36QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#AP>#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ8V5N=&5R M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,36QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@.#AP>#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#AP>#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@.#AP>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@.#AP>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N M=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/B8C,38P M.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#1P>#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q.#9P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q.#9P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S9P M>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@-S9P>#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S9P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@-S9P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S)P>#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R M9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S9P>#L@8F]R9&5R+6)O='1O M;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S9P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`W-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA M;&EG;CIL969T.V)O'0M86QI M9VXZ7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT M96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO2!O9B!D96)T/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$=&5X=#XG/&1I=CX\=&%B;&4@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`S-C!P>#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H M.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@,3$P<'@[(&)O#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UEF5D M/"]F;VYT/CPO=&0^/'1D("`@6QE/3-$)W=I9'1H M.B`Q,3!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@,3$P<'@[(&)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C8P<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L M969T.R<^5&5R;2!,;V%N(#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M.3!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z.3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Y,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.3!P>#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.3!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C8P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#M415A4+4%,24=..B!L969T.R<^,C`R,2!.;W1E#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.3!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@.3!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@.3!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`R,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Y,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R-C!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Y,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Y,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,S`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#M415A4+4%,24=..B!L969T.R<^1F]R('1H92!Y96%R(&5N9&EN9R!$96-E M;6)E#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q,#!P M>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/C(U/"]F;VYT/CPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S M='EL93TS1"=W:61T:#H@,C@P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C@P<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^,C`Q-2`\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,35P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`R.#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/C(U/"]F;VYT/CPO=&0^ M/"]T'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M,C@P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C@P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#M415A4+4%,24=..B!L969T.R<^,C`Q."`\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,35P>#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M,3`P<'@[(&)O'1087)T7V0Y M8V,Q-3'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQD:78^ M/'1A8FQE('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M,3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0X M("!S='EL93TS1"=W:61T:#H@,S8Q<'@[(&)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$Y<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE3PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`Q,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I M9'1H.B`Q,W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,3)P>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,3EP M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S M='EL93TS1"=W:61T:#H@,3$R<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI M9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`Q,3)P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Q,G!X.R<^)B,Q-C`[/"]T9#X\+W1R/CQT#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$Y<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,3)P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI M9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q,W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`R-3=P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@,3`P<'@[(&)O#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`R,SAP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[ M)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!R:6=H=#LG/C$\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3-P>#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C$Y<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/F]T:&5R M(&-O;7!R96AE;G-I=F4@:6YC;VUE("AL;W-S*3PO9F]N=#X\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,#!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI M9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3-P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P M.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI M9VXZ6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P,'!X.R<^)B,Q M-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@ M8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3-P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.F1O=6)L93MB;W)D97(M=&]P M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P,'!X.R<^)B,Q-C`[/"]T9#X\+W1R/CQT#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$Y<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`S-C%P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@,3$R<'@[(&)O6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q,3)P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Q,G!X.R<^/&9O;G0@6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@,3$R<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,3$R<'@[(&)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@,3$R<'@[(&)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O M6QE/3-$)W=I M9'1H.B`Q,W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P M>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%, M24=..B!R:6=H=#LG/C0V/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,SAP>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,W!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R-3=P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A M9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U M,6(S+U=O'0O:'1M;#L@8VAA#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C0X<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0Q-R`@6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@#MT97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O M6QE/3-$)W=I9'1H.B`V,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E M;G1E#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-C)P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`V,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-C)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@ M6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O M#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-#AP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("!R;W=S<&%N/3-$,B!S M='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("!R;W=S<&%N/3-$,B!S='EL M93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$."`@#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0X<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE"!E>'!E;G-E/"]F;VYT/CPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C4X<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C4X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M M04Q)1TXZ(&QE9G0[)SY!8W1I=FES:6]N(#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@,C4X<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4X<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY" M;&EZ>F%R9"`\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P M>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`R-3AP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#AP>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C8X<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY296-O;F-I M;&EA=&EO;B!T;R!C;VYS;VQI9&%T960@;F5T(')E=F5N=65S("\\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R-CAP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C8X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^97AP96YS M93H\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R-3AP>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-3AP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@F%T:6]N(&]F(&EN=&%N9VEB M;&4@87-S971S/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`R-3AP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M,C4X<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C4X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.U1%6%0M04Q)1TXZ(&QE9G0[)SY&965S(&%N9"!O=&AE'!E;G-E6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U M,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#MT97AT+6%L:6=N.G)I9VAT.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'!E;G-E*2P@;F5T/"]F;VYT/CPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS M<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ"!E>'!E;G-E/"]F;VYT/CPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$."`@6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#EP>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,CDX<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4 M+4%,24=..B!L969T.R<^3F5T(')E=F5N=65S(&)Y(&=E;V=R87!H:6,@6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-SEP>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@-S=P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H M.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R-SEP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`R.3AP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W M-W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`W-W!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ2!P M;&%T9F]R;3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQD:78^ M/'1A8FQE('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-3)P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C(U,G!X.R<^)B,Q-C`[/'-U<#X\+W-U<#X\+W1D/CQT9"!C;VQS M<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O6QE/3-$)W=I9'1H.B`R-S%P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^ M/'1D("`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E M;G1E#LG/B8C M,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C4R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#M415A4+4%,24=..B!L969T.R<^3VYL:6YE('-U8G-C#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-3)P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-3)P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^)#PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`R-#!P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P M>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R.3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ8V5N=&5R M.V)O6QE/3-$)W=I9'1H.B`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`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,CDP<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^3F]R=&@@06UE M#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@-C!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R.3!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA#L@=&5X="UA;&EG;CIL969T M.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/"]T#L@ M=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`R-3!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0S("!S M='EL93TS1"=W:61T:#H@,3$U<'@[(&)O#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q,35P>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UE#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0S("!S='EL93TS1"=W:61T:#H@,3$U<'@[(&)O#MT M97AT+6%L:6=N.F-E;G1E'!E M8W1E9"!L:69E("AI;B!Y96%R#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`X-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4P<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E)I'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B4\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#5P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R-3!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.CDP M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P,'!X.R<^/&9O;G0@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q M,#5P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P-7!X.R<^/&9O;G0@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`Q,#5P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@6QE/3-$)W=I9'1H.B`S,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C,P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-35P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`S,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C,P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-35P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z.3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-S!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-S!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`S,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C,P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'!I'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^3W5T6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^5F5S=&5D(&%N M9"!E>'!E8W1E9"!T;R!V97-T(&%T($1E8V5M8F5R(#,Q+"`R,#$S/"]F;VYT M/CPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^17AE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M.3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^-"XY.3PO M9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.3!P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.CDP<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L M9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=I9'1H.B`S M,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@.3!P>#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.CDP<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`S,C!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.3!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@.3!P>#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`S,C!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`S M,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@#MT97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S-S!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O M#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`S-S!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE"!B96YE9FET M/"]F;VYT/CPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M-C!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0^)SQD:78^ M/'1A8FQE('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T,35P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#5P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!C M96YT97([)SY3;V9T=V%R93PO9F]N=#X\+W1D/CPO='(^/'1R/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`T,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#5P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/E-T;V-K+6)A'!E;G-E(&-A<&ET86QI>F5D(&%N9"!D969E'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'!E;G-E/"]F;VYT/CPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#LG/E-T;V-K+6)A'!E M;G-E(&-A<&ET86QI>F5D(&%N9"!D969E'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'!E;G-E/"]F;VYT/CPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/E-T;V-K+6)A'!E;G-E M(&-A<&ET86QI>F5D(&%N9"!D969E'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ'!E;G-E/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X M-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQD:78^/'1A8FQE('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA M<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`T-W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C0W<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M-C5P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@ M8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#=P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`V M-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C4P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T-W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0W<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-3!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M-C5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-C5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`V-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N M=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#=P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M,38P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,38P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.U1%6%0M04Q)1TXZ(&QE9G0[)SY"86QA;F-E(&%T($IA;G5A6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`Q-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`T-W!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C0W<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#=P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,38P<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,38P<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[ M)SY"86QA;F-E(&%T($1E8V5M8F5R(#,Q+"`R,#$Q/"]F;VYT/CPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`T-W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C0W<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Q-C!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Q-C!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U M,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-#=P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@,38P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,38P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY"86QA;F-E(&%T($1E8V5M8F5R M(#,Q+"`R,#$S/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I M9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P M>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAA'!E;G-E*2P@3F5T/"]S=')O;F<^/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S(U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R,7!X.R!T97AT M+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`S-#9P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L M969T.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=. M.B!L969T.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S0V<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^26YT97)E6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D M/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(Q<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,C5P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`S-#9P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UEF5D(&=A:6X@*&QO'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'1087)T7V0Y8V,Q-3'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA&5S/"]S=')O;F<^/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`R-#5P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S.3!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O"!E>'!E;G-E.CPO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@-C!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-#`U<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#`U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=. M.B!L969T.R<^1F]R96EG;CPO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`S.3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB M;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS M<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T M:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O M<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R M+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`T,C!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^ M/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`S.3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`S.3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S.3!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,SDP<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#LG/E-T871E/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,SDP<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D9O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S.3!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#MT97AT+6%L:6=N.G)I9VAT.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`T M,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`T,#5P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE&-E#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,3<@('-T>6QE/3-$)W=I9'1H.B`T,3!P M>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q,S!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0U("!S='EL M93TS1"=W:61T:#H@,3,P<'@[(&)O#MT97AT+6%L:6=N.F-E;G1E#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M-2`@6QE.G-O M;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ M(&QE9G0[)SY&961E2!R871E/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY3=&%T92!T M87AE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY$;VUE6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[ M)SY&;W)E:6=N(')A=&4@9&EF9F5R96YT:6%L/"]F;VYT/CPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.U1%6%0M04Q)1TXZ(&QE9G0[)SY#:&%N9V4@:6X@=&%X(')E'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C,U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1% M6%0M04Q)1TXZ(&QE9G0[)SY3:&]R=&9A;&P@9G)O;2!E;7!L;WEE92!S=&]C M:R!O<'1I;VX@97AE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY2971U M#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C,U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q) M1TXZ(&QE9G0[)SY.970@3W!E6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CPO='(^ M/'1R/CQT9"!C;VQS<&%N/3-$,B`@"!A='1R:6)U=&4@ M87-S=6UE9#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C0U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C0U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C,U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[ M)SY/=&AE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P M>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`T-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI M9VXZ#L@=&5X="UA;&EG;CIL969T M.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`T-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.R<^)3PO9F]N=#X\+W1D/CPO='(^/"]T86)L93X\+V1I M=CX\'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Q-C!P>#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C)P>#MT97AT+6%L:6=N.F-E;G1E6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`S,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O6QE/3-$)W=I M9'1H.B`S,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`S,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'!E;G-E6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/D1E9F5R#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E1A>"!C M6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DYE="!O<&5R871I;F<@;&]S69O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`S,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D9O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S,35P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`S,35P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@6QE/3-$)W=I M9'1H.B`S,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`S,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`P<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DEN=&%N9VEB;&5S/"]F;VYT M/CPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S M,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S,35P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#MT97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I M9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`R-#5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@#MT97AT+6%L:6=N.F-E M;G1E#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)OF5D('1A>"!B96YE9FET6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`S-S!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE"!P;W-I=&EO;G,@;V8@8W5R'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O&EN9R!A=71H;W)I=&EE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S M-S!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UEF5D('1A>"!B96YE9FET'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQD:78^/'1A8FQE('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA M<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`S,#%P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`R.#5P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`X-W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@.#=P>#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`S-3AP>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`S,SEP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,S(P M<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1% M6%0M04Q)1TXZ(&QE9G0[)SY,97-S.B!$:7-T#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`Q<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SYT:&%T('!A M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,S(P<'@[('1E M>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q) M1TXZ(&QE9G0[)SY,97-S.B!5;F1I6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`S,#%P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,R`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,S(P M<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1% M6%0M04Q)1TXZ(&QE9G0[)SYA=F%I;&%B;&4@=&\@8V]M;6]N('-H87)E:&]L M9&5R6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`Q<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0S("!S='EL93TS1"=W:61T M:#H@,S,Y<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,S,Y<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY$96YO;6EN871O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`S,C!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,S`Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C6QE/3-$)W=I M9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,R`@2!S=&]C:SPO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`W-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S,#%P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`Q M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^;V8@96UP;&]Y M964@6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I M9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`S,#%P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S5P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S4X<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY"87-I8R!E87)N M:6YG'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[ M8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O M=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS M<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T M:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O M<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R M+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`S-3AP M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I M9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H M.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O M;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW M:61T:#HS<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,S!P>#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E M;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`W,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S!P>#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^4W5P<&QE;65N=&%L(&-A#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`U-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D-A M&5S/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`U-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-35P>#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'1087)T M7V0Y8V,Q-3'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,36QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,3$@('-T>6QE/3-$ M)W=I9'1H.B`T,3!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,36QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M2!A;F0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$,B`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@'0M86QI M9VXZ8V5N=&5R.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.35P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.CDU<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,36QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N M=&5R.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`Y-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`R,#5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z.#!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@,3DP<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3DP<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^,C`Q M-#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.#!P>#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@.#!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,3DP M<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3DP<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!L969T.R<^,C`Q-SPO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q.3!P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q.3!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'1087)T M7V0Y8V,Q-3'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!&:6YA;F-I86P@86YD($UA'0^ M)SQS<&%N/CPO'0^)SQD:78^/'1A8FQE M('-T>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0Q,2`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@.#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O M6QE M/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`X M,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@.#!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N M=&5R.V)O#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^3F5T(&EN8V]M93PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R M,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C5P>#LG/B8C,38P.SPO=&0^/"]T#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O M#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`X,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#!P>#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,3$@('-T M>6QE/3-$)W=I9'1H.B`S-3!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB M;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E&-E<'0@<&5R('-H M87)E(&1A=&$I/"]F;VYT/CPO=&0^/"]T6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^0V]S="!O9B!S86QE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^3W!E6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^3F5T(&EN8V]M93PO9F]N=#X\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C5P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^0F%S:6,@ M96%R;FEN9W,@<&5R('-H87)E/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X M-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA6EN9R!A8V-O=6YT'0^)SQD:78^/'1A8FQE('-T M>6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S-#5P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0T("!S='EL93TS1"=W:61T:#H@,30U<'@[('1E>'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`V M.35P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8Y-7!X.R<^/&9O;G0@'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`S-#5P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`W-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`W-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@'0M86QI M9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S0U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$,B`@'0M86QI9VXZ8V5N M=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,S4U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M4 M15A4+41%0T]2051)3TXZ('5N9&5R;&EN93M&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M M04Q)1TXZ(&QE9G0[)SY#;VPN($$@1&5S8W)I<'1I;VX\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`W M-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ8V5N=&5R.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`S-#5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S4U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY!="!$96-E;6)E6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\ M+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`S-#5P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S0U<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^06QL;W=A;F-E(&9O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,S0U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P M.R<^06QL;W=A;F-E6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO M9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W M-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P M-F4U,6(S+U=O'0O:'1M;#L@8VAA'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!3=&]C:RP@06-Q=6ER960L(%9A M;'5E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%SGIA'0^)SQS M<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO2!3=&]C:RP@06-Q=6ER960L(%9A;'5E/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$;G5M<#XU+#@S,"PP,#`L,#`P/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO2!3=&]C:RP@ M4')I8V4@4&5R(%-H87)E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M<#X@,3,N-CQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF%R9"!C M;VUM;VX@'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPOF%R9"!C;VUM;VX@'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!! M4T%#+"!3:&%R97,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N M/CPO2!A('-P96-I9FEC('-H87)E:&]L9&5R/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`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`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`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA M'0^)SQS<&%N/CPO65A'0^)SQS<&%N/CPO2P@4&QA;G0@86YD($5Q=6EP;65N="!; M3&EN92!)=&5M'0^)S4@>65A'0^)SQS<&%N/CPO2P@4&QA;G0@86YD($5Q M=6EP;65N="!;3&EN92!)=&5M'0^)S4@>65A'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)S$@>65A3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V M934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=? M868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M2!O9B!S:6=N:69I8V%N="!A8V-O=6YT:6YG('!O;&EC:65S("A$ M971A:6QS(#4I("A54T0@)"D\8G(^/"]S=')O;F<^/"]T:#X-"B`@("`@("`@ M/'1H(&-L87-S/3-$=&@@8V]L'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A M9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U M,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO2!S96-UF5D(&-O65A'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D(&-O'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D(&QO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO2!, M3$,@?"!,;VYG+71E'0^)SQS<&%N/CPOF5D(&=A:6YS/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$;G5M<#XQ+#`P,"PP,#`\F5D(&QO M7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!L:6-E;G-EF%T:6]N+"!W'0^)SQS<&%N/CPOF%T:6]N(&]F(&-A<&ET86QI>F5D M('-O9G1W87)E(&1E=F5L;W!M96YT(&-O7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT M96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'!E;G-E M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#(T+#`P,"PP,#`\ M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO M'!E;G-E(&1I'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF%T:6]N+"!D969I;FET92UL M:79E9"!I;G1A;F=I8FQE(&%S6EN M9R!A;6]U;G0L(&1E9FEN:71E+6QI=F5D(&EN=&%N9VEB;&4@87-S971S/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XX+#`P,"PP,#`\'0^)SQS<&%N/CPO'!E;G-E(&1I'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO&EM=6T\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO65A65A'0^ M)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)S,@>65A'0^ M)SQS<&%N/CPO'0^)SQS<&%N M/CPOF%T:6]N(&5X<&5N'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!D979E;&]P M960@9G)A;F-H:7-E&EM=6T\+W1D/@T*("`@("`@("`\=&0@8VQA M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65A65A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W M7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S M+U=O'0O M:'1M;#L@8VAAGIAF%R9#QB'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&-H86YG93PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'!E;G-E'!E M;G-E7)O;&P@'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`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`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO2!B M:6QL'0^)SQS<&%N/CPO M2!S M96-U'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO2!S M96-U'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V M934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=? M868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R MF5D(&=A:6YS(&EN8VQU9&5D(&EN(&]T:&5R(&-O;7!R96AE;G-I=F4@:6YC M;VUE/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M)SQS<&%N/CPO&EM=6T@ M8V]N=')A8W1U86P@=&5R;7,@;V8@9F]R96EG;B!E>&-H86YG92!F;W)W87)D M(&-O;G1R86-T'0^)S$@ M>65A&EM=6T\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D(&=A:6YS(&EN M8VQU9&5D(&EN(&]T:&5R(&-O;7!R96AE;G-I=F4@:6YC;VUE/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T M8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA M'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U M-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M6EN9R!!;6]U;G0\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPOF5D($1I'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6EN M9R!!;6]U;G0\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3PO=&0^#0H@ M("`@("`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`@("`@("`\=&0@ M8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO6UE;G1S(&EN M(#(P,3D@=&AR;W5G:"!M871U3PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)S8@>65A'0^)S<@>65A7,\'!E8W1E9"!D:79I9&5N9"!Y:65L9"`H:6X@ M<&5R8V5N="D\+W1D/@T*("`@("`@("`\=&0@8VQA2P@;&]W(&5N9"!O9B!R86YG92`H M:6X@<&5R8V5N="D\+W1D/@T*("`@("`@("`\=&0@8VQA'!E8W1E9"!S=&]C:R!V;VQA=&EL:71Y(')A=&4L(&AI9V@@ M96YD(&]F(')A;F=E("AI;B!P97)C96YT*3PO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF%T:6]N(&]F(&-A<&ET86QI>F5D('-T M;V-K+6)A'!E;G-E/"]T9#X-"B`@("`@("`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`@("`@("`@/'1D(&-L87-S/3-$;G5M M<#XS-RPX-38L,#`P/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES960@*&EN(&1O;&QA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5R8VES86)L92`H:6X@9&]L;&%R'0^)SQS<&%N/CPO7,\'0^)SQS<&%N/CPO'!E8W1E9"!T;R!V97-T/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#XG-2!Y96%R3QS M<&%N/CPO'0^)S0@>65A7,\'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G0@07=A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'!E;G-E(&)E9F]R92!I;F-O;64@=&%X97,\+W1D/@T*("`@ M("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E;G-E(&)E9F]R92!I;F-O;64@=&%X97,\+W1D/@T*("`@("`@ M("`\=&0@8VQA'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'!E;G-E(&)E9F]R92!I M;F-O;64@=&%X97,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO65E(%-E'0^)SQS<&%N/CPO&5S/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$;G5M<#XW/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'!E;G-E M(&)E9F]R92!I;F-O;64@=&%X97,\+W1D/@T*("`@("`@("`\=&0@8VQA7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D M.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)? M,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA'!E;G-E*2P@;F5T("A$971A:6QS M*2`H55-$("0I/&)R/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T M7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R&5S("A$971A:6QS*2`H55-$("0I/&)R/CPO'0^)SQS<&%N/CPO"!E>'!E;G-E/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$;G5M<#XQ+#,Q.2PP,#`L,#`P/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO"!B96YE M9FET(&%S7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!I;F-O;64@=&%X(')A=&4@86YD('1H92!I;F-O;64@=&%X(&5X<&5N M'0^)SQS<&%N/CPO2!R871E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S"!R871E("AI;B!P97)C96YT*3PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65E('-T;V-K(&]P=&EO;B!E>&5R8VES97,@*&EN('!E"!A='1R:6)U M=&4@"!A='1R:6)U M=&4@'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO"!"96YE9FET/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO"!#'!A>65R(%)E;&EE9B!!8W0@;V8@ M,C`Q,CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO&5S(&-O;7!U=&5D M(&%T('1H92!5+E,N(&9E9&5R86P@'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'!E8W1E9"!\($YE=R!6 M2#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M&5S(&-O;7!U=&5D(&%T M('1H92!5+E,N(&9E9&5R86P@'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C M,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V M83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA&5S("A$971A M:6QS(#,I("A54T0@)"D\8G(^/"]S=')O;F<^/"]T:#X-"B`@("`@("`@/'1H M(&-L87-S/3-$=&@^1&5C+B`S,2P@,C`Q,SQB"!A'0^ M)SQS<&%N/CPO"!A'0^)SQS<&%N/CPOF5D('-O9G1W87)E(&1E=F5L M;W!M96YT(&5X<&5N"!L:6%B:6QI=&EE"!A"!C69O3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931? M83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@ M8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D('1A>"!B M96YE9FET"!R871E(&EF M(')E8V]G;FEZ960\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPOF5D('1A>"!B96YE9FET'0^)SQS<&%N/CPO2`Q/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$;G5M<#XR,#65A"!L:6%B:6QI=&EE'0@='=E;'9E(&UO;G1H'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M&-E<'0@4&5R(%-H87)E(&1A=&$L('5N;&5S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M65E('-T;V-K(&]P M=&EO;G,@*&EN('-H87)E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&-L=61E M9"!F'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM M/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`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`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2`S,2P@,C`Q,SQB'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X M-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W M7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S M+U=O'0O M:'1M;#L@8VAA3QB3QB#(P86,[*3QB'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!L M971T97(@;V8@8W)E9&ET/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M<#XD(#$P/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S#(P86,[(#4\'0O:F%V87-C3X- M"B`@("`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`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!I'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!&:6YA;F-I M86P@86YD($UA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^)SQS<&%N/CPO6EN9R!A8V-O=6YT'0^)SQS<&%N/CPO M6EN M9R!A8V-O=6YT6EN9R!A M8V-O=6YT'0^)SQS<&%N/CPO6EN M9R!A8V-O=6YT'0^)SQS<&%N/CPO6EN9R!A8V-O=6YT6EN9R!A8V-O=6YT'1087)T7V0Y8V,Q-3 XML 55 R43.htm IDEA: XBRL DOCUMENT v2.4.0.8
Goodwill (Tables)
12 Months Ended
Dec. 31, 2013
Goodwill:  
Changes in the carrying amount of goodwill by operating segments
     Activision Blizzard Total 
              
 Balance at December 31, 2011 $6,933 $178 $7,111 
  Tax benefit credited to goodwill   (5)  ---  (5) 
 Balance at December 31, 2012 $6,928 $178 $7,106 
  Tax benefit credited to goodwill   (13)  ---  (13) 
  Foreign exchange   (1)  ---  (1) 
 Balance at December 31, 2013 $6,914 $178 $7,092 
Accumulated impairment of goodwill by reporting units
             
             
    Activision Blizzard Total 
             
Balance at December 31, 2012:          
 Goodwill $6,928 $178 $7,106 
 Accumulated impairment losses  ---  ---  --- 
 Total $6,928 $178 $7,106 
Balance at December 31, 2013:          
 Goodwill $6,914 $178 $7,092 
 Accumulated impairment losses  ---  ---  --- 
 Total $6,914 $178 $7,092 

XML 56 R29.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Cash Flow Information
12 Months Ended
Dec. 31, 2013
Supplemental Cash Flow Information  
Supplemental Cash Flow Information

21. Supplemental Cash Flow Information

Supplemental cash flow information is as follows (amounts in millions):

   For the Years Ended December 31,
   2013 2012 2011
Supplemental cash flow information:         
 Cash paid for income taxes $138 $159 $317
 Cash paid for interest  19  2  4
XML 57 R28.htm IDEA: XBRL DOCUMENT v2.4.0.8
Capital Transactions
12 Months Ended
Dec. 31, 2013
Capital Transactions  
Capital Transactions

20.       Capital Transactions

 

Stock Purchase Agreement

 

       As described in Note 1 of the Notes to Consolidated Financial Statements, on October 11, 2013, we completed the Purchase Transaction, repurchasing approximately 429 million shares of our common stock for a cash payment of $5.83 billion, pursuant to the terms of the Stock Purchase Agreement (refer to Note 12 of the Notes to Consolidated Financial Statements for financing details of the Purchase Transaction). The repurchased shares were recorded in Treasury Stock in our consolidated balance sheet.

 

Repurchase Program

 

On February 2, 2012, our Board of Directors authorized a stock repurchase program under which we were authorized to repurchase up to $1 billion of our common stock. During the year ended December 31, 2013, there were no repurchases pursuant to this stock repurchase program. During the year ended December 31, 2012, we repurchased 4 million shares of our common stock for $54 million pursuant to this stock repurchase program. The 2012 stock repurchase program expired on March 31, 2013.

 

On February 3, 2011, our Board of Directors authorized a stock repurchase program under which we were authorized to repurchase up to $1.5 billion of our common stock. During the year ended December 31, 2012, we repurchased 22 million shares of our common stock for $261 million pursuant to this stock repurchase plan. During the year ended December 31, 2011, we repurchased 59 million shares of our common stock for $670 million pursuant to this stock repurchase program. The 2011 stock repurchase program expired on March 31, 2012.

 

On February 10, 2010, our Board of Directors authorized a stock repurchase program under which we were authorized to repurchase up to $1 billion of our common stock. In January 2011, we settled a $22 million purchase of 2 million shares of our common stock that we had agreed to repurchase in December 2010 pursuant to this stock repurchase program. The 2010 stock repurchase program expired on December 31, 2010.

Dividend

 

On February 6, 2014, our Board of Directors declared a cash dividend of $0.20 per common share, payable on May 14, 2014, to shareholders of record at the close of business on March 19, 2014.

 

On February 7, 2013, our Board of Directors declared a cash dividend of $0.19 per common share, payable on May 15, 2013, to shareholders of record at the close of business on March 20, 2013. On May 15, 2013, we made an aggregate cash dividend payment of $212 million to such shareholders, and on May 31, 2013, we made related dividend equivalent payments of $4 million to the holders of restricted stock rights.

 

On February 9, 2012, our Board of Directors declared a cash dividend of $0.18 per common share, payable on May 16, 2012, to shareholders of record at the close of business on March 21, 2012. On May 16, 2012, we made an aggregate cash dividend payment of $201 million to such shareholders, and on June 1, 2012, we made related dividend equivalent payments of $3 million to the holders of restricted stock units.

 

On February 9, 2011, our Board of Directors declared a cash dividend of $0.165 per common share, payable on May 11, 2011, to shareholders of record at the close of business on March 16, 2011. On May 11, 2011, we made an aggregate cash dividend payment of $192 million to such shareholders, and on August 12, 2011, we made related dividend equivalent payments of $2 million to the holders of restricted stock units.

XML 58 R56.htm IDEA: XBRL DOCUMENT v2.4.0.8
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Tables)
12 Months Ended
Dec. 31, 2013
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS  
Schedule of valuation and qualifying accounts
          SCHEDULE II
ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in millions)
              
   Col. B         
   Balance at       Col. E
   Beginning of Col. C Col. D Balance at
Col. A Description Period Additions(A) Deductions(B) End of Period
At December 31, 2013            
 Allowances for sales returns and price protection and other allowances $323 $174 $(121) $376
 Allowance for doubtful accounts  9  1  (5)  5
At December 31, 2012            
 Allowances for sales returns and price protection and other allowances $292 $170 $(139) $323
 Allowance for doubtful accounts  8  1  ---  9
At December 31, 2011            
 Allowances for sales returns and price protection and other allowances $373 $166 $(247) $292
 Allowance for doubtful accounts  4  4  ---  8
XML 59 R44.htm IDEA: XBRL DOCUMENT v2.4.0.8
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2013
Fair Value Measurements  
Fair value, assets measured on a recurring and/or non-recurring basis
      Fair Value Measurements at  
     December 31, 2013 Using
      Quoted        
      Prices in        
      Active Significant     
      Markets for Other Significant  
   As of Identical Observable Unobservable  
   December 31, Assets Inputs Inputs Balance Sheet
   2013 (Level 1) (Level 2) (Level 3) Classification
Recurring fair value measurements:              
Money market funds  $ 4,000 $ 4,000 $--- $--- Cash and cash equivalents
Foreign government treasury bills   30   30  ---  --- Cash and cash equivalents
U.S. treasuries and government agency securities   21   21  ---  --- Short-term investments
Auction rate securities ("ARS")    9  ---  ---   9 Long-term investments
Total recurring fair value measurements  $4,060 $4,051 $--- $9  

      Fair Value Measurements at  
      December 31, 2012 Using 
      Quoted        
      Prices in        
      Active Significant     
      Markets for Other Significant  
   As of Identical Observable Unobservable  
   December 31, Assets Inputs Inputs Balance Sheet
   2012 (Level 1) (Level 2) (Level 3) Classification
Recurring fair value measurements:              
Money market funds  $3,511 $3,511 $--- $--- Cash and cash equivalents
U.S. treasuries and government agency securities  387  387  ---  --- Short-term investments
Corporate bonds  11  11  ---  --- Short-term investments
ARS  8  ---  ---  8 Long-term investments
Total recurring fair value measurements  $3,917 $3,909 $--- $8  
Fair value, assets classified as level 3 reconciliation
    Level 3
       Total
      financial
      assets at
    ARSfair
    (a)value
Balance at December 31, 2011 $16 $16
 Total unrealized gains included in other      
  comprehensive income  2  2
 Settlements  (10)  (10)
Balance at December 31, 2012 $8 $8
 Total unrealized gains included in other      
  comprehensive income  1  1
Balance at December 31, 2013 $9 $9
Fair value, assets measured on a non-recurring basis
      Fair Value Measurements at   
      December 31, 2011 Using   
      Quoted         
      Prices in        
      Active        
      Markets forSignificant      
      IdenticalOther Significant   
   As of FinancialObservable Unobservable   
   December 31, InstrumentsInputs Inputs   
   2011 (Level 1) (Level 2) (Level 3) Total Losses
Non-financial assets:               
Goodwill  $7,111 $--- $--- $7,111 $12
Total non-financial assets at fair               
 value $7,111 $--- $--- $7,111 $12
XML 60 R30.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies
12 Months Ended
Dec. 31, 2013
Commitments and Contingencies  
Commitments and Contingencies

22.       Commitments and Contingencies

 

Letters of Credit

As described in Note 12 of the Notes to Consolidated Financial Statements, a portion of our Revolver can be used to issue letters of credit of up to $50 million, subject to the availability of the Revolver. At December 31, 2013, we did not issue any letter of credit under the Revolver.

We maintain two irrevocable standby letters of credit, which are required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Our standby letters of credit were for $10 million and 15 million Euros ($21 million) at December 31, 2013, and $15 million and 5 million Euros ($7 million) at December 31, 2012. For the standby letter of credit denominated in U.S. dollars, under the terms of the arrangements, we are required to maintain a compensating balance on deposit with a bank, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but not reimbursed. Both letters of credit were undrawn at December 31, 2013 and 2012.

Commitments

In the normal course of business, we enter into contractual arrangements with third parties for non-cancelable operating lease agreements for our offices, for the development of products and for the rights to intellectual property. Under these agreements, we commit to provide specified payments to a lessor, developer or intellectual property holder, as the case may be, based upon contractual arrangements. The payments to third-party developers are generally conditioned upon the achievement by the developers of contractually specified development milestones. Further, these payments to third-party developers and intellectual property holders typically are deemed to be advances and, as such, are recoupable against future royalties earned by the developer or intellectual property holder based on sales of the related game. Additionally, in connection with certain intellectual property rights, acquisitions and development agreements, we commit to spend specified amounts for marketing support for the game(s) which is (are) to be developed or in which the intellectual property will be utilized. Assuming all contractual provisions are met, the total future minimum commitments for these and other contractual arrangements in place at December 31, 2013 are scheduled to be paid as follows (amounts in millions):

    Contractual Obligations (1)
    Facility and Developer and      
    Equipment Intellectual    
    Leases Properties Marketing Total
For the years ending December 31,            
 2014 $34 $145 $74 $253
 2015  31  16  8  55
 2016  27  2  1  30
 2017  26  2  1  29
 2018  25  ---  ---  25
 Thereafter  46  2  ---  48
  Total $189 $167 $84 $440

(1)       We have omitted uncertain tax liabilities from this table due to the inherent uncertainty regarding the timing of potential issue resolution. Specifically, either (a) the underlying positions have not been fully developed under audit to quantify at this time or, (b) the years relating to the issues for certain jurisdictions are not currently under audit. At December 31, 2013, we had $294 million of unrecognized tax benefits, of which $271 million was included in “Other Liabilities” and $23 million was included in “Accrued Expenses and Other Liabilities” in our consolidated balance sheet.

 

Legal Proceedings

 

We are subject to various legal proceedings and claims. SEC regulations govern disclosure of legal proceedings in periodic report and FASB ASC Topic 450 governs the disclosure of loss contingencies and accrual of loss contingencies in respect of litigation and other claims. We record an accrual for a potential loss when it is probable that a loss will occur and the amount of the loss can be reasonably estimated. When the reasonable estimate of the potential loss is within a range of amounts, the minimum of the range of potential loss is accrued, unless a higher amount within the range is a better estimate than any other amount within the range. Moreover, even if an accrual is not required, we provide additional disclosure related to litigation and other claims when it is reasonably possible (i.e., more than remote) that the outcomes of such litigation and other claims include potential material adverse impacts on us.

 

The outcomes of legal proceedings and other claims are subject to significant uncertainties, many of which are outside our control. There is significant judgment required in the analysis of these matters, including the probability determination and whether a potential exposure can be reasonably estimated. In making these determinations, we, in consultation with outside counsel, examine the relevant facts and circumstances on a quarterly basis assuming, as applicable, a combination of settlement and litigated outcomes and strategies. Moreover, legal matters are inherently unpredictable and the timing of development of factors on which reasonable judgments and estimates can be based can be slow. As such, there can be no assurance that the final outcome of any legal matter will not materially and adversely affect our business, financial condition, results of operations, profitability, cash flows or liquidity.

 

Purchase Transaction Matters

 

On August 1, 2013, a purported shareholder of the Company filed a shareholder derivative action in the Superior Court of the State of California, County of Los Angeles, captioned Miller v. Kotick, et al., No. BC517086. The complaint names our Board of Directors and Vivendi as defendants, and the Company as a nominal defendant. The complaint alleges that our Board of Directors committed breaches of fiduciary duties, waste of corporate assets and unjust enrichment in connection with Vivendi's sale of its stake in the Company and that Vivendi also breached its fiduciary duties. The plaintiff further alleges that demand by it on our Board of Directors to institute action would be futile because a majority of our Board of Directors is not independent and a majority of the individual defendants face a substantial likelihood of liability for approving the transactions contemplated by the Stock Purchase Agreement. The complaint seeks, among other things, damages sustained by the Company, rescission of the transactions contemplated by the Purchase Agreement, an order restricting our Chief Executive Officer, and our Chairman, from purchasing additional shares of our common stock and an order directing us to take necessary actions to improve and reform our corporate governance and internal procedures to comply with applicable law, including ordering a shareholder vote on certain amendments to our by-laws or charter that would require half of our Board of Directors to be independent of Messrs. Kotick and Kelly and Vivendi and a proposal to appoint a new independent Chairman of the Board of Directors. On January 28, 2014, the parties filed a stipulation and proposed order temporarily staying the California action. On February 6, 2014, the court entered the order granting a stay of the California action.

 

In addition, on August 14, 2013, we received a letter dated August 9, 2013 from a shareholder seeking, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of the Company to ascertain whether the Purchase Transaction and Private Sale were in the best interests of the Company.  In response to that request, we provided the stockholder with certain materials under a confidentiality agreement. On September 11, 2013, a complaint was filed under seal by the same stockholder in the Court of Chancery of the State of Delaware in an action captioned Pacchia v. Kotick et al., C.A. No. 8884-VCL. A public version of that complaint was filed on September 16, 2013. The allegations in the complaint were substantially similar to the allegations in the above referenced matter filed on August 1, 2013.  On October 25, 2013, Pacchia filed an amended complaint under seal.  The amended complaint added claims on behalf of an alleged class of Activision stockholders other than the Company's Chief Executive Officer and Chairman, Vivendi, ASAC, investors in ASAC and other stockholders affiliated with the investors of ASAC.  The added class claims are against the Company's Chief Executive Officer and Chairman, the Vivendi affiliated directors, the members of the special committee of the Board formed in connection with the Company's consideration of the transactions with Vivendi and ASAC, and Vivendi for breach of fiduciary duty, as well as aiding and abetting a breach of fiduciary duty against ASAC.  The amended complaint removed the derivative claims for waste of corporate assets and disgorgement but continued to allege derivative claims for breach of fiduciary duties.  The amended complaint seeks, among other things, certification of a class, damages, reformation of the Private Sale, and disgorgement of any alleged profits received by the Company's Chief Executive Officer, Chairman and ASAC.  On October 29, 2013, Pacchia filed a motion to consolidate the Pacchia case with the Hayes case described below.  On November 2, 2013, the Court of Chancery consolidated the Pacchia and Hayes cases and ordered the plaintiffs to file supplemental papers related to determining lead plaintiff and lead counsel no later than November 8, 2013. On December 3, 2013, the court selected Pacchia as lead plaintiff. Pacchia filed a second amended complaint on December 11, 2013 and Activision filed an answer on January 31, 2014. Also on January 31, 2014, the special committee, ASAC, Messrs. Kotick and Kelly, Vivendi and the Vivendi-affiliated directors each filed motions to dismiss certain claims in the second amended complaint. On February 21, 2014, Pacchia filed a third amended complaint under seal. Responses to the complaint are due on March 4, 2014. The trial is scheduled for December 2014.

 

On September 11, 2013, another stockholder of the Company filed a putative class action and stockholder derivative action in the Court of Chancery of the State of Delaware, captioned Hayes v. Activision Blizzard, Inc., et al., No. 8885-VCL. The complaint names our Board of Directors, Vivendi, New VH, ASAC, the General Partner of ASAC, Davis Selected Advisers, L.P. (“Davis”) and Fidelity Management & Research Co. (“FMR”) as defendants, and the Company as a nominal defendant. The complaint alleges that the defendants violated certain provisions of our Amended and Restated Certificate of Incorporation by failing to submit the matters contemplated by the Stock Purchase Agreement for approval by a majority of our stockholders (other than Vivendi and its controlled affiliates); that our Board of Directors committed breaches of their fiduciary duties in approving the Stock Purchase Agreement; that Vivendi violated fiduciary duties owed to other stockholders of the Company in entering into the Stock Purchase Agreement; that our Chief Executive Officer and our Chairman usurped a corporate opportunity from the Company; that our Board of Directors and Vivendi have engaged in actions to entrench our Board of Directors and officers in their offices; that the ASAC Entities, Davis and FMR aided and abetted breaches of fiduciary duties by the Board of Directors and Vivendi; and that our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR will be unjustly enriched through the Private Sale. The complaint seeks, among other things, the rescission of the Private Sale; an order requiring the transfer to the Company of all or part of the shares that are the subject of the Private Sale; an order implementing measures to eliminate or mitigate the alleged entrenching effects of the Private Sale; an order requiring our Chief Executive Officer and our Chairman, the ASAC Entities, Davis and FMR to disgorge to the Company the amounts by which they have allegedly been unjustly enriched; and alleged damages sustained by the class and the Company. In addition, the stockholder sought a temporary restraining order preventing the defendants from consummating the transactions contemplated by the Stock Purchase Agreement without stockholder approval. Following a hearing on the motion for a temporary restraining order, on September 18, 2013, the Court of Chancery issued a preliminary injunction order, enjoining the consummation of the transactions contemplated by the Stock Purchase Agreement pending (a) the issuance of a final decision after a trial on the merits; (b) receipt of a favorable Activision Blizzard stockholder vote on the transactions contemplated by the Stock Purchase Agreement under Section 9.1(b) of our Amended and Restated Certificate of Incorporation or (c) modification of such preliminary injunction order by the Court of Chancery or the Delaware Supreme Court. On September 20, 2013, the Court of Chancery certified its order issuing the preliminary injunction for interlocutory appeal to the Delaware Supreme Court. The defendants moved the Delaware Supreme Court to accept and hear the appeal on an expedited basis. On September 23, 2013, the Delaware Supreme Court accepted the appeal of the Court of Chancery's decision and granted the defendant's motion to hear the appeal on an expedited basis.  Following a hearing on October 10, 2013, the Delaware Supreme Court reversed the Court of Chancery's order issuing a preliminary injunction, and determined that the Stock Purchase Agreement was not a merger, business combination or similar transaction that would require a vote of Activision's unaffiliated stockholders under the charter.

 

On October 29, 2013, an amended complaint was filed. It added factual allegations but no new claims or relief. Also on October 29, 2013, Hayes filed a motion to consolidate the Hayes case with the Pacchia case.  As noted above, on November 2, 2013, the Court of Chancery consolidated the Pacchia and Hayes cases and ordered the plaintiffs to file supplemental papers related to determining lead plaintiff and lead counsel no later than November 8, 2013. See the discussion above related to the Pacchia matter (now the consolidated matter) for any further updates to the status of the litigation.

 

Further, on September 18, 2013, the Company received a letter from another purported stockholder of the Company, Milton Pfeiffer, seeking, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of the Company to investigate potential wrongdoing or mismanagement in connection with the approval of the Stock Purchase Agreement. On November 11, 2013, Pfeiffer filed a lawsuit in the Court of Chancery of the State of Delaware pursuant to Delaware Section 220 containing claims similar to Hayes, Pacchia and Miller. The Company answered on November 27, 2013. On January 21, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.

 

On December 17, 2013, the Company received a letter from Mark Benston requesting certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law. Benston is represented by the same law firm as Pfeiffer. On January 2, 2014, Benston filed a lawsuit in the Court of Chancery of the State of Delaware pursuant to Delaware Section 220 containing claims similar to Hayes, Pacchia, Pfeiffer and Miller. The Company answered on January 17, 2014. On February 14, 2014, the Court of Chancery entered the parties' stipulation and order of dismissal.

 

We believe that the defendants have meritorious defenses and intend to defend each of these lawsuits vigorously. However, these lawsuits and any other lawsuits are subject to inherent uncertainties and the actual outcome and costs will depend upon many unknown factors. The outcome of litigation is necessarily uncertain, and the Company could be forced to expend significant resources in the defense of these lawsuits and may not prevail.

 

The Company also may be subject to additional claims in connection with the Purchase Transaction and Private Sale. Monitoring and defending against legal actions is time consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, the Company may incur substantial legal fees and costs in connection with litigation and, although coverage may be available under relevant insurance policies, coverage could be denied or prove to be insufficient. Under our Amended and Restated Certificate of Incorporation and the indemnification agreements that the Company has entered into with our officers and directors, the Company may be required in certain circumstances to indemnify and advance expenses to them in connection with their participation in proceedings arising out of their service to us. There can be no assurance that any of these payments will not be material.

 

The Company is not currently able to estimate the range of possible losses or costs to us from these lawsuits and related indemnification obligations, as they are in the early stages and it cannot be determined how long it may take to resolve these matters. Moreover, the Company cannot be certain what the impact on our operations or financial position will be if any of the purported stockholder plaintiffs are successful in having the Stockholders Agreement dated October 11, 2013 among the Company, ASAC and, for limited purposes, Messrs. Kotick and Kelly (the “Stockholders Agreement”) reformed. A decision adverse to the Company on these actions could result in the reformation of the Stockholders Agreement and could have a material adverse effect on our business, reputation, financial condition, results of operations, profitability, cash flows or liquidity.

 

Other Matters

 

       In addition, we are party to routine claims, suits, investigations, audits and other proceedings arising from the ordinary course of business, including with respect to intellectual property rights, contractual claims, labor and employment matters, regulatory matters, tax matters, unclaimed property matters, compliance matters, and collection matters. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are not significant and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity.

XML 61 R31.htm IDEA: XBRL DOCUMENT v2.4.0.8
Related Party Transactions
12 Months Ended
Dec. 31, 2013
Related Party Transactions  
Related Party Transactions

23. Related Party Transactions

 

As part of the Business Combination, we entered into various transactions and agreements, including cash management services agreements, a tax sharing agreement and an investor agreement, with Vivendi and its subsidiaries. In connection with the consummation of the Purchase Transaction, we terminated the cash management arrangements with Vivendi and amended our investor agreement with Vivendi. We are also party to music royalty and music distribution agreements with subsidiaries and other affiliates of Vivendi, none of which were impacted by the Purchase Transaction. None of these services, transactions and agreements with Vivendi and its affiliates were material, either individually or in the aggregate, to the consolidated financial statements as a whole.

 

       Pursuant to the Stock Purchase Agreement, the Company and each of Mr. Kotick, the Company's Chief Executive Officer, and Mr. Kelly, the Company's Chairman of the board of directors, entered into, concurrently with the signing of the Stock Purchase Agreement, certain waiver and acknowledgement letters (the “Waivers”), which provide, among other things, (i) that the Purchase Transaction, Private Sale, any public offerings by Vivendi and restructurings by Vivendi and its subsidiaries contemplated by the Stock Purchase Agreement and other transaction documents, shall not (or shall be deemed not to) constitute a “change in control” (or similar term) under their respective employment arrangements, including their employment agreements with the Company, the Company's 2008 Incentive Plan or any award agreements in respect of awards granted thereunder, or any Other Benefit Plans and Arrangements (as defined in the Waivers), (ii) (A) that the shares of Activision Blizzard common stock acquired by ASAC and held or controlled by the ASAC Investors (as defined in the Waivers) in connection with the Transactions (as defined in the Waivers) will not be included in or count toward, (B) that the ASAC Investors will not be deemed to be a group for purposes of, and (C) any changes in the composition in the board of directors of the Company, in connection with or during the one-year period following the consummation of the Transactions will not contribute towards, a determination that a “change in control” or similar term has occurred with respect to Messrs. Kotick and Kelly's employment arrangements with the Company, and (iii) for the waiver by Messrs. Kotick and Kelly of their rights to change in control payments or benefits under their employment agreements with the Company, the Company's 2008 Incentive Plan or any award agreements in respect of awards granted thereunder, and any Other Benefit Plans and Arrangements (in each case, with respect to all current and future grants, awards, benefits or entitlements) in connection with or as a consequence of the Transactions.

XML 62 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Cash flows from operating activities:      
Net income $ 1,010,000,000 $ 1,149,000,000 $ 1,085,000,000
Adjustments to reconcile net income to net cash provided by operating activities:      
Deferred income taxes 161,000,000 (10,000,000) 75,000,000
Provision for inventories 33,000,000 13,000,000 8,000,000
Depreciation and amortization 108,000,000 120,000,000 148,000,000
Loss on disposal of property and equipment 0 1,000,000 4,000,000
Impairment of goodwill (see Note 9) 0 0 12,000,000
Amortization and write-off of capitalized software development costs and intellectual property licenses 207,000,000 208,000,000 287,000,000
Amortization of debt discount and debt financing costs 1,000,000 0 0
Stock-based compensation expense 108,000,000 126,000,000 103,000,000
Excess tax benefits from stock awards (29,000,000) (5,000,000) (24,000,000)
Changes in operating assets and liabilities:      
Accounts receivable, net 198,000,000 (46,000,000) 13,000,000
Inventories 6,000,000 (75,000,000) (42,000,000)
Software development and intellectual property licenses (268,000,000) (301,000,000) (254,000,000)
Other assets (67,000,000) 88,000,000 (67,000,000)
Deferred revenues (275,000,000) 153,000,000 (248,000,000)
Accounts payable 7,000,000 (54,000,000) 31,000,000
Accrued expenses and other liabilities 64,000,000 (22,000,000) (179,000,000)
Net cash provided by operating activities 1,264,000,000 1,345,000,000 952,000,000
Cash flows from investing activities:      
Proceeds from maturities of available-for-sale investments 304,000,000 444,000,000 740,000,000
Proceeds from auction rate securities called at par 0 10,000,000 10,000,000
Proceeds from sale of available-for-sale investments 98,000,000 0 0
Purchases of available-for-sale investments (26,000,000) (503,000,000) (417,000,000)
Payment of contingent consideration 0 0 (3,000,000)
Capital expenditures (74,000,000) (73,000,000) (72,000,000)
Decrease (increase) in restricted cash 6,000,000 (2,000,000) 8,000,000
Net cash provided by (used in) investing activities 308,000,000 (124,000,000) 266,000,000
Cash flows from financing activities:      
Proceeds from issuance of common stock to employees 158,000,000 33,000,000 69,000,000
Tax payment related to net share settlements on restricted stock rights (49,000,000) (16,000,000) (15,000,000)
Excess tax benefits from stock awards 29,000,000 5,000,000 24,000,000
Repurchase of common stock (5,830,000,000) (315,000,000) (692,000,000)
Dividends paid (216,000,000) (204,000,000) (194,000,000)
Proceeds from issuance of long-term debt 4,750,000,000 0 0
Repayment of long-term debt (6,000,000) 0 0
Payment of debt discount and financing costs (59,000,000) 0 0
Net cash used in financing activities (1,223,000,000) (497,000,000) (808,000,000)
Effect of foreign exchange rate changes on cash and cash equivalents 102,000,000 70,000,000 (57,000,000)
Net increase (decrease) in cash and cash equivalents 451,000,000 794,000,000 353,000,000
Cash and cash equivalents at beginning of year 3,959,000,000 3,165,000,000 2,812,000,000
Cash and cash equivalents at end of year $ 4,410,000,000 $ 3,959,000,000 $ 3,165,000,000
XML 63 R32.htm IDEA: XBRL DOCUMENT v2.4.0.8
Recently Issued Accounting Standards
12 Months Ended
Dec. 31, 2013
Recently Issued Accounting Standards  
Recently Issued Accounting Standards

24.       Recently issued accounting pronouncements

 

Indefinite-lived intangible assets impairment

       In July 2012, the FASB issued an update to the authoritative guidance related to testing indefinite-lived intangible assets for impairment. This update gives an entity the option to first consider certain qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. This update is effective for the indefinite-lived intangible asset impairment test performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Balance sheet offsetting disclosures

       In December 2011, the FASB issued authoritative guidance on the disclosure of financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement and should be applied retrospectively for all comparative periods presented for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Reclassification of accumulated other comprehensive loss

       In February 2013, the FASB issued an accounting standards update requiring new disclosures about reclassifications from accumulated other comprehensive loss to net income. These disclosures may be presented on the face of the statements or in the notes to the consolidated financial statements. This update is effective for fiscal years beginning after December 15, 2012. We adopted this guidance and provided the required disclosures in Note 13 of the Notes to Consolidated Financial Statements.

 

Accounting for cumulative translation adjustments

 

       In February 2013, the FASB issued an update to the authoritative guidance related to the release of cumulative translation adjustments into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a foreign entity. This update will be effective for fiscal years beginning after December 15, 2013. Upon adoption of this guidance on January 1, 2014, there was no material impact on our consolidated financial statements.

 

Presentation of unrecognized tax benefits

 

       In July 2013, the FASB issued an update to the authoritative guidance related to the presentation of an unrecognized tax benefit in the financial statements. The update will require entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss or other tax credit carryforwards when settlement in this manner is available under the tax laws. This update is effective for fiscal years beginning after December 15, 2013. Upon adoption of this guidance on January 1, 2014, “Deferred income taxes, net” under non-current liabilities increased by approximately $46 million, and correspondingly, “Other liabilities” under non-current liabilities decreased by the same amount.

XML 64 R83.htm IDEA: XBRL DOCUMENT v2.4.0.8
Interest and other investment income (expense), net (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Interest and Other Investment Income (Expense), Net      
Interest income $ 5,000,000 $ 6,000,000 $ 14,000,000
Interest expense 0 (1,000,000) (4,000,000)
Interest expense from debt and amortization of debt discount and deferred financing costs (58,000,000) 0 0
Pre-tax net realized gain (loss) on foreign exchange contracts 0 2,000,000 (7,000,000)
Interest and other investment income (expense), net $ (53,000,000) $ 7,000,000 $ 3,000,000
XML 65 R40.htm IDEA: XBRL DOCUMENT v2.4.0.8
Software development and intellectual property licenses (Tables)
12 Months Ended
Dec. 31, 2013
Software Development Costs and Intellectual Property Licenses  
Summarizes the components of software development and intellectual property licenses
   At At 
   December 31, December 31, 
   2013 2012 
 Internally developed software costs  $189 $159 
 Payments made to third-party software developers   199  134 
 Total software development costs  $388 $293 
         
 Intellectual property licenses  $11 $41 
Amortization, write-offs and impairments
    For the Years Ended December 31,
    2013 2012 2011
 Amortization of capitalized software development         
  costs and intellectual property licenses  $195 $205 $258
 Write-offs and impairments   29  12  60
XML 66 R53.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Cash Flow Information (Tables)
12 Months Ended
Dec. 31, 2013
Supplemental Cash Flow Information  
Schedule of supplemental cash flow information
   For the Years Ended December 31,
   2013 2012 2011
Supplemental cash flow information:         
 Cash paid for income taxes $138 $159 $317
 Cash paid for interest  19  2  4
XML 67 R72.htm IDEA: XBRL DOCUMENT v2.4.0.8
Fair Value Measurements (Details) (Recurring, USD $)
Dec. 31, 2013
Dec. 31, 2012
Fair value measurements using quoted prices in active markets for identical assets (Level 1)
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value $ 4,051,000,000 $ 3,909,000,000
Fair value measurements using quoted prices in active markets for identical assets (Level 1) | Money market funds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 4,000,000,000 3,511,000,000
Fair value measurements using quoted prices in active markets for identical assets (Level 1) | Foreign government treasury bills
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 30,000,000  
Fair value measurements using quoted prices in active markets for identical assets (Level 1) | U.S. treasuries and government agency securities
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 21,000,000 387,000,000
Fair value measurements using quoted prices in active markets for identical assets (Level 1) | Corporate bonds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value   11,000,000
Fair value measurements using quoted prices in active markets for identical assets (Level 1) | ARS
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0 0
Fair value measurements using significant other observable inputs (Level 2)
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0 0
Fair value measurements using significant other observable inputs (Level 2) | Money market funds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0 0
Fair value measurements using significant other observable inputs (Level 2) | Foreign government treasury bills
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0  
Fair value measurements using significant other observable inputs (Level 2) | U.S. treasuries and government agency securities
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0 0
Fair value measurements using significant other observable inputs (Level 2) | Corporate bonds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value   0
Fair value measurements using significant other observable inputs (Level 2) | ARS
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0 0
Fair value measurements using significant unobservable inputs (Level 3)
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 9,000,000 8,000,000
Fair value measurements using significant unobservable inputs (Level 3) | Money market funds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0 0
Fair value measurements using significant unobservable inputs (Level 3) | Foreign government treasury bills
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0  
Fair value measurements using significant unobservable inputs (Level 3) | U.S. treasuries and government agency securities
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 0 0
Fair value measurements using significant unobservable inputs (Level 3) | Corporate bonds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value   0
Fair value measurements using significant unobservable inputs (Level 3) | ARS
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 9,000,000 8,000,000
Fair value
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 4,060,000,000 3,917,000,000
Fair value | Money market funds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 4,000,000,000 3,511,000,000
Fair value | Foreign government treasury bills
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 30,000,000  
Fair value | U.S. treasuries and government agency securities
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value 21,000,000 387,000,000
Fair value | Corporate bonds
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value   11,000,000
Fair value | ARS
   
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets at fair value $ 9,000,000 $ 8,000,000
XML 68 R2.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONSOLIDATED BALANCE SHEETS (USD $)
Dec. 31, 2013
Dec. 31, 2012
Current assets:    
Cash and cash equivalents $ 4,410,000,000 $ 3,959,000,000
Short-term investments 33,000,000 416,000,000
Accounts receivable, net of allowances of $381 million and $332 million at December 31, 2013 and 2012, respectively 515,000,000 707,000,000
Inventories, net 171,000,000 209,000,000
Software development 367,000,000 164,000,000
Intellectual property licenses 11,000,000 11,000,000
Deferred income taxes, net 321,000,000 487,000,000
Other current assets 413,000,000 321,000,000
Total current assets 6,241,000,000 6,274,000,000
Long-term investments 9,000,000 8,000,000
Software development 21,000,000 129,000,000
Intellectual property licenses 0 30,000,000
Property and equipment, net 138,000,000 141,000,000
Other assets 35,000,000 11,000,000
Intangible assets, net 43,000,000 68,000,000
Trademark and trade names 433,000,000 433,000,000
Goodwill 7,092,000,000 7,106,000,000
Total assets 14,012,000,000 14,200,000,000
Current liabilities:    
Accounts payable 355,000,000 343,000,000
Deferred revenues 1,389,000,000 1,657,000,000
Accrued expenses and other liabilities 636,000,000 652,000,000
Current portion of long-term debt 25,000,000 0
Total current liabilities 2,405,000,000 2,652,000,000
Long-term debt, net 4,668,000,000 0
Deferred income taxes, net 20,000,000 25,000,000
Other liabilities 297,000,000 206,000,000
Total liabilities 7,390,000,000 2,883,000,000
Commitments and contingencies (Note 22)      
Shareholders' equity:    
Common stock, $.000001 par value per share, 2,400,000,000 shares authorized, 1,132,385,424 and 1,111,606,087 shares issued at December 31, 2013 and 2012, respectively 0 0
Additional paid-in capital 9,682,000,000 9,450,000,000
Less: Treasury stock, at cost, 428,676,471 and 0 shares at December 31, 2013 and 2012, respectively (5,814,000,000) 0
Retained earnings 2,686,000,000 1,893,000,000
Accumulated other comprehensive income (loss) 68,000,000 (26,000,000)
Total shareholders' equity 6,622,000,000 11,317,000,000
Total liabilities and shareholders' equity $ 14,012,000,000 $ 14,200,000,000
XML 69 R45.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt (Tables)
12 Months Ended
Dec. 31, 2013
Debt Disclosure  
Summary of debt
   December 31, 2013
   Gross Carrying Unamortized Net Carrying
   Amount Discount Amount
Term Loan  $ 2,494 $ (12) $ 2,482
2021 Notes    1,500   (26)   1,474
2023 Notes    750   (13)   737
Total debt $ 4,744 $ (51) $ 4,693
Less: current portion of long-term debt   (25)   -   (25)
Total long-term debt $ 4,719 $ (51) $ 4,668
Schedule of maturities of debt
For the year ending December 31,   
 2014  $25
 2015   25
 2016   25
 2017   25
 2018   25
 Thereafter   4,619
  Total  $ 4,744
XML 70 R96.htm IDEA: XBRL DOCUMENT v2.4.0.8
Subsequent events (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended
Feb. 06, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Feb. 11, 2014
Subsequent Events
Feb. 06, 2014
Subsequent Events
Subsequent Event [Line Items]            
Dividends per common share (in dollars per share) $ 0.20 $ 0.19 $ 0.18 $ 0.165   $ 0.20
Repayment of long-term debt   $ 6,000,000 $ 0 $ 0 $ 375,000,000  
XML 71 R6.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $)
Total
Common Stock
Additional Paid-In Capital
Treasury Stock
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2010 $ 10,203,000,000 $ 0 $ 12,353,000,000 $ (2,194,000,000) $ 57,000,000 $ (13,000,000)
Balance (in shares) at Dec. 31, 2010   (1,382,000,000)   (199,000,000)    
Components of comprehensive income (loss):            
Net income 1,085,000,000       1,085,000,000  
Other comprehensive income (loss) (59,000,000)         (59,000,000)
Issuance of common stock pursuant to employee stock options 69,000,000   69,000,000      
Issuance of common stock pursuant to employee stock options (in shares)   9,000,000        
Issuance of common stock pursuant to restricted stock rights (in shares)   3,000,000        
Restricted stock surrendered for employees' tax liability (15,000,000)   (15,000,000)      
Restricted stock surrendered for employees' tax liability (in shares)   (1,000,000)        
Stock-based compensation expense related to employee stock options and restricted stock rights 95,000,000   95,000,000      
Dividends ($0.19, $0.18, and $0.165 per common share at December 31, 2013, 2012, and 2011, respectively) (194,000,000)       (194,000,000)  
Shares repurchased (see Note 20) (692,000,000)     (692,000,000)    
Shares repurchased (in shares)       (61,000,000)    
Retirement of treasury shares 0   (2,886,000,000) 2,886,000,000    
Retirement of treasury shares (shares)   (260,000,000)   260,000,000    
Balance at Dec. 31, 2011 10,492,000,000 0 9,616,000,000 0 948,000,000 (72,000,000)
Balance (in shares) at Dec. 31, 2011   (1,133,000,000)   0    
Components of comprehensive income (loss):            
Net income 1,149,000,000       1,149,000,000  
Other comprehensive income (loss) 46,000,000         46,000,000
Issuance of common stock pursuant to employee stock options 33,000,000   33,000,000      
Issuance of common stock pursuant to employee stock options (in shares)   5,000,000        
Issuance of common stock pursuant to restricted stock rights (in shares)   4,000,000        
Restricted stock surrendered for employees' tax liability (16,000,000)   (16,000,000)      
Restricted stock surrendered for employees' tax liability (in shares)   (1,000,000)        
Forfeiture of restricted stock rights (in shares)   (3,000,000)        
Stock-based compensation expense related to employee stock options and restricted stock rights 132,000,000   132,000,000      
Dividends ($0.19, $0.18, and $0.165 per common share at December 31, 2013, 2012, and 2011, respectively) (204,000,000)       (204,000,000)  
Shares repurchased (see Note 20) (315,000,000)     (315,000,000)    
Shares repurchased (in shares)       (26,000,000)    
Retirement of treasury shares 0   (315,000,000) 315,000,000    
Retirement of treasury shares (shares)   (26,000,000)   26,000,000    
Balance at Dec. 31, 2012 11,317,000,000 0 9,450,000,000 0 1,893,000,000 (26,000,000)
Balance (in shares) at Dec. 31, 2012   (1,112,000,000)   0    
Components of comprehensive income (loss):            
Net income 1,010,000,000       1,010,000,000  
Other comprehensive income (loss) 94,000,000         94,000,000
Issuance of common stock pursuant to employee stock options 158,000,000   158,000,000      
Issuance of common stock pursuant to employee stock options (in shares)   16,000,000        
Issuance of common stock pursuant to restricted stock rights (in shares)   8,000,000        
Restricted stock surrendered for employees' tax liability (49,000,000)   (49,000,000)      
Restricted stock surrendered for employees' tax liability (in shares)   (4,000,000)        
Tax benefit associated with employee stock awards 11,000,000   11,000,000      
Stock-based compensation expense related to employee stock options and restricted stock rights 112,000,000   112,000,000      
Dividends ($0.19, $0.18, and $0.165 per common share at December 31, 2013, 2012, and 2011, respectively) (217,000,000)       (217,000,000)  
Shares repurchased (see Note 20) (5,830,000,000)     (5,830,000,000)    
Shares repurchased (in shares)       (429,000,000)    
Indemnity on tax attributes assumed in connection with the Purchase Transaction (see Note 18) 16,000,000     16,000,000    
Balance at Dec. 31, 2013 $ 6,622,000,000 $ 0 $ 9,682,000,000 $ (5,814,000,000) $ 2,686,000,000 $ 68,000,000
Balance (in shares) at Dec. 31, 2013   (1,132,000,000)   (429,000,000)    
XML 72 R94.htm IDEA: XBRL DOCUMENT v2.4.0.8
Recently issued accounting pronouncements (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended
Jan. 02, 2014
Recently Issued Accounting Standards  
Reclassification between deferred income taxes, net under non-current liabilities and other liabilities under non-current liabilities related to the presentation of an unrecognized tax benefit in the financial statements $ 46
XML 73 R59.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of significant accounting policies (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2013
2013 Results of Adjustments
Dec. 31, 2012
2013 Results of Adjustments
Sep. 30, 2012
2013 Results of Adjustments
Jun. 30, 2012
2013 Results of Adjustments
Mar. 31, 2012
2013 Results of Adjustments
Dec. 31, 2013
2013 Results of Adjustments
Dec. 31, 2012
2013 Results of Adjustments
Dec. 31, 2011
2013 Results of Adjustments
Dec. 31, 2010
2013 Results of Adjustments
Dec. 31, 2013
2013 Results of Adjustments
Online subscriptions
Dec. 31, 2013
2013 Results of Adjustments
Europe
Dec. 31, 2013
2013 Results of Adjustments
Blizzard
Mar. 31, 2012
2012 Results of Adjustments
Dec. 31, 2011
2012 Results of Adjustments
Sep. 30, 2011
2012 Results of Adjustments
Jun. 30, 2011
2012 Results of Adjustments
Mar. 31, 2011
2012 Results of Adjustments
Dec. 31, 2012
2012 Results of Adjustments
Dec. 31, 2011
2012 Results of Adjustments
Dec. 31, 2010
2012 Results of Adjustments
Dec. 31, 2009
2012 Results of Adjustments
Dec. 31, 2012
2012 Results of Adjustments
Online subscriptions
Dec. 31, 2012
2012 Results of Adjustments
Europe
Dec. 31, 2012
2012 Results of Adjustments
Blizzard
Results of Adjustments [Line Items]                                                
Correction of Error - Net Revenues           $ 8       $ 8 $ 8 $ 8           $ 11       $ 11 $ 11 $ 11
Correction of Error - Interest and Other Investment Income (Expense)           1                                    
Correction of Error - Income Before Income Tax Expense           9       9 9 9                   11 11 11
Correction of Error - Net Income 1 1 1 1 1 7 4 2 1       1 1 1 1 1 8 3 2 3      
Correction of Error - Accrued Expenses and Other Liabilities           9                                    
Correction of Error - Deferred Revenues                                   11            
Correction of Error - Operating Cash Flows           $ (9)                                    
Correction of Error - Basic and Diluted EPS           $ (0.01)                       $ (0.01)            
XML 74 R35.htm IDEA: XBRL DOCUMENT v2.4.0.8
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
12 Months Ended
Dec. 31, 2013
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS  
Schedule II Valuation and Qualifying Accounts
          SCHEDULE II
ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in millions)
              
   Col. B         
   Balance at       Col. E
   Beginning of Col. C Col. D Balance at
Col. A Description Period Additions(A) Deductions(B) End of Period
At December 31, 2013            
 Allowances for sales returns and price protection and other allowances $323 $174 $(121) $376
 Allowance for doubtful accounts  9  1  (5)  5
At December 31, 2012            
 Allowances for sales returns and price protection and other allowances $292 $170 $(139) $323
 Allowance for doubtful accounts  8  1  ---  9
At December 31, 2011            
 Allowances for sales returns and price protection and other allowances $373 $166 $(247) $292
 Allowance for doubtful accounts  4  4  ---  8

(A)       Includes increases and reversals of allowances for sales returns, price protection, and doubtful accounts due to normal reserving terms.

(B)       Includes actual write-offs and utilization of allowances for sales returns, price protection and uncollectible accounts receivable, net of recoveries, and foreign currency translation and other adjustments.

XML 75 R65.htm IDEA: XBRL DOCUMENT v2.4.0.8
Investments (Details) (USD $)
Dec. 31, 2013
Dec. 31, 2012
Available-for-sale investments, balance sheet    
Fair value $ 30,000,000  
Total short-term investments 33,000,000 416,000,000
Available-for-sale investments    
Amortized cost, U.S. treasuries and government agency securities due in 1 year or less 21,000,000  
Amortized cost, Auction rate securities due after ten years 8,000,000  
Amortized cost 29,000,000  
Fair value, U.S. treasuries and government agency securities due in 1 year or less 21,000,000  
Fair value, Auction rate securities due after ten years 9,000,000  
Fair value 30,000,000  
U.S. treasuries and government agency securities | Short-term investments.
   
Available-for-sale investments, balance sheet    
Available-for-sale securities, debt maturities, amortized cost 21,000,000 387,000,000
Gross unrealized gains 0 0
Gross unrealized losses 0 0
Fair value 21,000,000 387,000,000
Available-for-sale investments    
Fair value 21,000,000 387,000,000
Corporate bonds | Short-term investments.
   
Available-for-sale investments, balance sheet    
Available-for-sale securities, debt maturities, amortized cost   11,000,000
Gross unrealized gains   0
Gross unrealized losses   0
Fair value   11,000,000
Available-for-sale investments    
Fair value   11,000,000
Restricted cash | Short-term investments.
   
Available-for-sale investments, balance sheet    
Fair value 12,000,000 18,000,000
Available-for-sale investments    
Fair value 12,000,000 18,000,000
Auction rate securities held through Morgan Stanley Smith Barney LLC | Long-term investments.
   
Available-for-sale investments, balance sheet    
Available-for-sale securities, debt maturities, amortized cost 8,000,000 8,000,000
Gross unrealized gains 1,000,000 0
Gross unrealized losses 0 0
Fair value 9,000,000 8,000,000
Available-for-sale investments    
Fair value $ 9,000,000 $ 8,000,000
XML 76 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
Operating Segments and Geographic Region
12 Months Ended
Dec. 31, 2013
Operating Segments and Geographic Region  
Operating Segments and Geographic Region

14.       Operating Segments and Geographic Region

 

Our operating segments are consistent with our internal organizational structure, the manner in which our operations are reviewed and managed by our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), the manner in which we assess operating performance and allocate resources, and the availability of separate financial information. Currently, we conduct our business through three operating segments: Activision, Blizzard and Distribution (see Note 1 of the Notes to Consolidated Financial Statements). We do not aggregate operating segments.

The CODM reviews segment performance exclusive of the impact of the change in deferred revenues and related cost of sales with respect to certain of our online-enabled games, stock-based compensation expense, restructuring expense, amortization of intangible assets as a result of purchase price accounting, impairment of goodwill and intangible assets, and expenses related to the Purchase Transaction and related debt financings. The CODM does not review any information regarding total assets on an operating segment basis, and accordingly, no disclosure is made with respect thereto. Information on the operating segments and reconciliations of total net revenues and total segment operating income to consolidated net revenues from external customers and consolidated income before income tax expense for the years ended December 31, 2013, 2012, and 2011 are presented below (amounts in millions):

    Years Ended December 31,
    2013 2012 2011 2013 2012 2011
                     
             Income (loss) from operations
  Net revenuesbefore income tax expense
 Activision  $ 2,895 $ 3,072 $ 2,828 $ 971 $ 970 $ 851
 Blizzard    1,124   1,609   1,243   376   717   496
 Distribution    323   306   418   8   11   11
 Operating segments total    4,342   4,987   4,489   1,355   1,698   1,358
                     
Reconciliation to consolidated net revenues /                  
consolidated income before income tax                  
expense:                  
 Net effect from deferral of net revenues and                  
  related cost of sales    241   (131)   266   229   (91)   183
 Stock-based compensation expense   ---  ---  ---   (110)   (126)   (103)
 Restructuring   ---  ---  ---  ---  ---   (26)
 Amortization of intangible assets  ---  ---  ---   (23)   (30)   (72)
 Impairment of goodwill  ---  ---  ---  ---  ---   (12)
 Fees and other expenses related to the Purchase                  
  Transaction and related debt financings  ---  ---  ---  (79)  ---  ---
Consolidated net revenues / operating income  $ 4,583 $ 4,856 $ 4,755 $ 1,372 $ 1,451 $ 1,328
 Interest and other investment income (expense), net           (53)  7  3
Consolidated income before income tax expense          $ 1,319 $ 1,458 $ 1,331

For the year ended December 31, 2011, included in the restructuring expense above was the restructuring expense of $1 million, related to the Business Combination consummated in July 2008, reflected in “General and administrative expense” in our consolidated statement of operations. See Note 16 of the Notes to Consolidated Financial Statements for more detail.

 

Geographic information presented below for the years ended December 31, 2013, 2012, and 2011 is based on the location of the selling entity. Net revenues from external customers by geographic region were as follows (amounts in millions):

   Years ended December 31,
   2013 2012 2011
Net revenues by geographic region:         
 North America  $2,414 $2,436 $2,405
 Europe   1,826  1,968  1,990
 Asia Pacific   343  452  360
Total consolidated net revenues  $ 4,583 $ 4,856 $ 4,755

The Company's net revenues in the U.S. were 51%, 48%, and 49% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively.  The Company's net revenues in the U.K. were 14%, 14%, and 16% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively. The Company's net revenues in France were 12%, 13%, and 14% of consolidated net revenues for the years ended December 31, 2013, 2012, and 2011, respectively.  No other country's net revenues exceeded 10% of consolidated net revenues.

 

Net revenues by platform were as follows (amounts in millions):

  Years Ended December 31,
  2013 2012 2011
Net revenues by platform:        
 Console $2,379 $2,186 $2,439
 Online subscriptions1 912  986  1,357
 Other2 629  703  259
 PC 340  675  282
Total platform net revenues  4,260  4,550  4,337
Distribution  323  306  418
Total consolidated net revenues $4,583 $4,856 $4,755

(1)       Revenues from online subscriptions consist of revenues from all World of Warcraft products, including subscriptions, boxed products, expansion packs, licensing royalties, value-added services, and revenues from Call of Duty Elite memberships.

(2)       Revenues from other include revenues from handheld and mobile devices, as well as non-platform specific game related revenues such as standalone sales of toys and accessories products from the Skylanders franchise and other physical merchandise and accessories.

 

Long-lived assets by geographic region at December 31, 2013, 2012, and 2011 were as follows (amounts in millions):

   Years Ended December 31,
   2013 2012 2011
Long-lived assets* by geographic region:         
 North America  $ 102 $ 90 $105
 Europe    29   40  46
 Asia Pacific    7   11  12
Total long-lived assets by geographic region $ 138 $ 141 $ 163

*The only long-lived assets that we classify by region are our long-term tangible fixed assets, which only include property, plant and equipment assets; all other long-term assets are not allocated by location.

 

For information regarding significant customers, see “Concentration of Credit Risk” in Note 2 of the Notes to Consolidated Financial Statements.

XML 77 R36.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of significant accounting policies (Policies)
12 Months Ended
Dec. 31, 2013
Summary of significant accounting policies  
Basis of Consolidation and Presentation

Basis of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.

Certain reclassifications have been made to prior year amounts to conform to the current period presentation.

The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

Results of Adjustment

Results of Adjustment

During the year ended December 31, 2013, we identified through our internal processes that, in previous years, we erroneously under-accrued for certain indirect taxes for two countries in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No. 108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2013 financial statements. As such, during the year ended December 31, 2013, we recorded an adjustment in our consolidated statements of operations which reduced “Total net revenues” by $8 million, “Interest and other investment income (expense), net” by $1 million, “Income before income tax expense” by $9 million, and “Net income” by $7 million. This adjustment reduced net revenues and income from operations before income tax expense by $8 million and $9 million, respectively, in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note 14 of the Notes to Consolidated Financial Statements. The adjustment increased “Accrued expenses and other liabilities” on our consolidated balance sheet by $9 million and represents a correction of an error. Operating cash flows were impacted by $9 million in 2013 when we settled the liability. The adjustment related to prior periods' net income as follows: (i) approximately $1 million for the quarter ended March 31, 2013; (ii) approximately $1 million for each quarter of 2012 (totaling approximately $4 million for the year ended December 31, 2012); (iii) approximately $2 million for the year ended December 31, 2011; and (iv) less than $1 million for the year ended December 31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.

During the year ended December 31, 2012, we identified through our internal processes that, in previous years, we erroneously over-recognized revenues for a country in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No. 108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2012 financial statements. As such, during the year ended December 31, 2012, we recorded an adjustment in our consolidated statements of operations which reduced “Total net revenues” by $11 million and “Net income” by $8 million. This adjustment reduced net revenues and income from operations before income tax expense by $11 million in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note 14 of the Notes to Consolidated Financial Statements. The adjustment increased “Deferred revenues” on our consolidated balance sheet by $11 million and represents a correction of an error. There was no impact to operating cash flows. The adjustment related to prior periods' net income as follows: (i) approximately $1 million for the quarter ended March 31, 2012; (ii) less than $1 million for each quarter of 2011 (totaling approximately $3 million for the year ended December 31, 2011); (iii) approximately $2 million for the year ended December 31, 2010; and (iv) approximately $3 million for periods prior to the year ended December 31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.

Cash and cash equivalents

Cash and Cash Equivalents

We consider all money market funds and highly liquid investments with original maturities of three months or less at the time of purchase to be “Cash and cash equivalents.”

Investment securities

Investment Securities

Investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and are reported as a component of “Other comprehensive income (loss).”

Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within “Short-term investments.” In addition, investments with maturities beyond one year may be classified within “Short-term investments” if they are highly liquid in nature and represent the investment of cash that is available for current operations.

The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in “Interest and other investment income (expense), net” in our consolidated statements of operations.

The Company's investments include auction rate securities (“ARS”). These ARS are variable rate bonds tied to short-term interest rates with long-term maturities. ARS have interest rates which reset through a modified Dutch auction at predetermined short-term intervals, typically every 7, 28, or 35 days. Interest on ARS is generally paid at the end of each auction process and is based upon the interest rate determined for the prior auction. Our investments in ARS are not material to our consolidated financial statements.

Restricted cash - compensating balances

Restricted Cash—Compensating Balances

Restricted cash is included within “Short-term investments” on the consolidated balance sheets. The majority of our restricted cash relates to a standby letter of credit required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Under the terms of this arrangement, we are required to maintain with the issuing bank a compensating balance, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but have not yet been reimbursed.

Financial instruments

Financial Instruments

The carrying amount of “Cash and cash equivalents,” “Accounts receivable,” “Accounts payable,” and “Accrued expenses” substantively approximate fair value due to the short-term nature of these accounts. Our investments in U.S. treasuries, government agency securities, and corporate bonds are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. ARS are carried at fair value, which is estimated using an income-approach model.

The Company transacts business in various foreign currencies and has significant international sales and expenses denominated in foreign currencies, subjecting us to foreign currency risk. To mitigate our foreign currency exchange rate exposure resulting from our foreign currency-denominated monetary assets, liabilities, and earnings, we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year. We do not use derivatives for speculative or trading purposes and we do not designate these derivatives as hedging instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815. Accordingly, we report the fair value of these contracts within “Other current assets” or “Other current liabilities” in our consolidated balance sheets and the changes in fair value within “General and administrative expenses” and “Interest and other investment income (expense), net” in our consolidated statements of operations, depending on the nature of the contracts. The fair value of foreign currency contracts are estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period.

Other-Than-Temporary Impairments

Other-Than-Temporary Impairments

The Company regularly reviews its investments to determine whether a decline in fair value below the cost basis is an other-than-temporary impairment. If the decline is determined to be other-than-temporary, the cost basis of the investment is written down to fair value. For available-for-sale fixed maturity instruments where credit-related impairments exist, other-than-temporary impairments are reported in the consolidated statements of operations and non-credit impairments are reported as a component of “Other comprehensive income (loss).”

Concentration of Credit Risk

Concentration of Credit Risk

Our concentration of credit risk relates to depositors holding the Company's cash and cash equivalents and customers with significant accounts receivable balances.

Our cash and cash equivalents are invested primarily in money market funds consisting of short-term, high-quality debt instruments issued by governments and governmental organizations, financial institutions and industrial companies.

Our customer base includes retailers and distributors, including mass-market retailers, consumer electronics stores, discount warehouses, and game specialty stores in the U.S. and other countries worldwide. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers. We did not have any single customer that accounted for 10% or more of net revenues for the years ended December 31, 2013 and 2011. We had one customer for the Activision and Blizzard segments, GameStop, that accounted for approximately 10% of net revenues for the year ended December 31, 2012. We had one customer, Wal-Mart, that accounted for 24% and 20% of consolidated gross receivables at December 31, 2013 and 2012, respectively.

Software Development Costs and Intellectual Property Licenses

Software Development Costs and Intellectual Property Licenses

Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products.

We account for software development costs in accordance with ASC Subtopic 985-20, the guidance for costs of computer software to be sold, leased, or otherwise marketed. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of “Cost of sales—software royalties and amortization.” Capitalized costs for products that are cancelled or are expected to be abandoned are charged to “Product development expense” in the period of cancellation. Amounts related to software development which are not capitalized are charged immediately to “Product development expense.”

Commencing upon a product's release, capitalized software development costs are amortized to “Cost of sales—software royalties and amortization” based on the ratio of current revenues to total projected revenues for the specific product, generally resulting in an amortization period of six months or less.

Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology, music or other intellectual property or proprietary rights in the development of our products. Depending upon the agreement with the rights holder, we may obtain the right to use the intellectual property in multiple products over a number of years, or alternatively, for a single product. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of “Cost of sales—intellectual property licenses.” Capitalized intellectual property costs for products that are cancelled or are expected to be abandoned are charged to “Product development expense” in the period of cancellation.

Commencing upon a product's release, capitalized intellectual property license costs are amortized to “Cost of sales—intellectual property licenses” based on the ratio of current revenues for the specific product to total projected revenues for all products in which the licensed property will be utilized. As intellectual property license contracts may extend for multiple years and can be used in multiple products to be released over a period beyond one year, the amortization of capitalized intellectual property license costs relating to such contracts may extend beyond one year.

We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future periods, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, for any sequel product, estimated performance based on the performance of the product on which the sequel is based. Further, as many of our capitalized intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property, and the rights holder's continued promotion and exploitation of the intellectual property.

Significant management judgments and estimates are utilized in assessing the recoverability of capitalized costs. In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional costs to be incurred. If revised forecasted or actual product sales are less than the originally forecasted amounts utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge. Material differences may result in the amount and timing of expenses for any period if management makes different judgments or utilizes different estimates in evaluating these qualitative factors.

Inventories

Inventories

Inventories consist of materials (including manufacturing royalties paid to console manufacturers), labor, and freight-in and are stated at the lower of cost (weighted-average method) or net realizable value. Inventories are relieved on a weighted average cost method.

Property and equipment

Long-Lived Assets

Property and Equipment. Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life (i.e., 25 to 33 years for buildings, and 2 to 5 years for computer equipment, office furniture and other equipment) of the asset. When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed and any resulting gains or losses are included in the consolidated statements of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed the length of the lease. Repair and maintenance costs are expensed as incurred.

Goodwill and Other Indefinite-Lived Assets

Goodwill and Other Indefinite-Lived Assets. We account for goodwill in accordance with ASC Topic 350. Under ASC Topic 350, goodwill is considered to have an indefinite life, and is carried at cost. Acquired trade names are assessed as indefinite lived assets as there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and acquired trade names are not amortized, but are subject to an annual impairment test, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at December 31st.

Our annual goodwill impairment test is performed at the reporting unit level. We have determined our reporting units based on the guidance within ASC Subtopic 350-20, which provides that reporting units are generally operating segments or one reporting level below the operating segments. As of December 31, 2013 and 2012, our reporting units are the same as our operating segments: Activision, Blizzard, and Distribution. We test goodwill for possible impairment by first determining the fair value of the related reporting unit and comparing this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting units is determined using an income approach based on discounted cash flow models. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, we perform a second step to measure the amount of the impairment, which is equal to the amount by which the recorded goodwill exceeds the implied fair value of the goodwill after assessing the fair value of each of the assets and liabilities within the reporting unit. We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time.

We test acquired trade names for possible impairment by using a discounted cash flow model to estimate fair value. We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time.

Changes in our assumptions underlying our estimates of fair value, which will be a function of our future financial performance and changes in economic conditions, could result in future impairment charges.

Amortizable Intangible Assets

Amortizable Intangible Assets. Intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received.

Management evaluates the recoverability of our identifiable intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. We considered certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in our business strategy. If we determine that the carrying value may not be recoverable, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets to determine whether an impairment exists. If an impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We have determined that there are no events or circumstances that indicate a potential impairment exists at December 31, 2013 and 2012.

Revenue Recognition

Revenue Recognition

              Revenue Arrangements with Multiple Deliverables

Certain of our revenue arrangements have multiple deliverables, which we account for in accordance with ASC Topic 605 and Accounting Standards Update (“ASU”) 2009-13. These revenue arrangements include product sales consisting of both software and hardware deliverables (such as peripherals or other ancillary collectors' items sold together with physical “boxed” software) and our sales of World of Warcraft boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes. 

Under ASC Topic 605 and ASU 2009-13, when a revenue arrangement contains multiple elements, such as hardware and software products, licenses and/or services, we allocate revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific-objective-evidence (“VSOE”) if it is available, third-party evidence (“TPE”) if VSOE is not available, or best estimated selling price (“BESP”) if neither VSOE nor TPE is available. In multiple element arrangements where more-than-incidental software deliverables are included, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is then allocated to each software deliverable using the guidance for recognizing software revenue.

As noted above, when neither VSOE nor TPE is available for a deliverable, we use BESP. We do not have significant revenue arrangements that require BESP for the years ended December 31, 2013, 2012, and 2011.  The inputs we use to determine the selling price of our significant deliverables include the actual price charged by the Company for a deliverable that the Company sells separately, which represents the VSOE, and the wholesale prices of the same or similar products, which represents TPE. The adoption of ASU 2009-13 on January 1, 2011 has not had a material impact on our financial statements. The pattern and timing of revenue recognition for deliverables and allocation of the arrangement consideration did not change upon the adoption of ASU 2009-13.

Product Sales

We recognize revenues from the sale of our products upon the transfer of title and risk of loss to our customers and once any performance obligations have been completed. Certain products are sold to customers with a “street date” (which is the earliest date these products may be sold by retailers). For these products, we recognize revenues on the later of the street date or the date the product is sold to the customer. Revenues from product sales are recognized after deducting the estimated allowance for returns and price protection.

For our software products with online functionality, we evaluate whether that feature or functionality is more than an inconsequential separate deliverable, in addition to the software product. This evaluation is performed for each software product and digital download of a title or product add-ons (including digital downloadable content), when it is released.

When we determine that a software title contains online functionality that constitutes a more-than-inconsequential separate service deliverable in addition to the product, which is principally because of the online functionality's importance to gameplay, we consider our performance obligation for this title to extend beyond the sale of the game. VSOE of fair value does not exist for the online functionality of some products, as we do not separately charge for this component of every title. As a result, we recognize all of the software-related revenues from the sale of any such title ratably over the estimated service period of the title. In addition, we initially defer the costs of sales for the title (excluding intangible asset amortization), and recognize the costs of sales as the related revenues are recognized. The costs of sales include manufacturing costs, software royalties and amortization, and intellectual property licenses.

Determining whether the online functionality for a particular game constitutes a more-than-inconsequential deliverable, as well as the estimated service periods and product life over which to recognize the revenue and related costs of sales, is subjective and requires management's judgment.

We recognize revenues from World of Warcraft boxed products, expansion packs and value-added services, in each case with the related subscription service revenues, ratably over the estimated service period beginning upon activation of the software and delivery of the related services. Revenues attributed to the sale of World of Warcraft boxed software and related expansion packs are classified as “Product sales,” whereas revenues attributable to subscriptions and other value-added services are classified as “Subscription, licensing, and other revenues.”

For games where the online functionality is a more-than-inconsequential deliverable and games for which was have a hosted service arrangement, we determine the game's estimated service period with consideration of various data points, including the weighted-average number of days between players' first and last days played online, the average total hours played and the average number of days in which player activity stabilizes. We also consider known online trends, and the service periods of our previously released games and disclosed service periods for our competitor's games that are similar in nature.

The estimated service periods for our current games range from five months to less than one year.

For our software products with features we consider to be incidental to the overall product offering and are inconsequential deliverables, such as products which provide limited online features at no additional cost to the consumer, we recognize the related revenues upon the transfer of title and risk of loss of the product to our customer.

With respect to online transactions, such as online downloads of titles or product add-ons that do not include a more-than-inconsequential separate service deliverable, revenues are recognized when the fee is paid by the online customer to purchase online content and the product is available for download or is activated for gameplay. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable.

Sales incentives and other consideration given by us to our customers, such as rebates and product placement fees, are considered adjustments of the selling price of our products and are reflected as reductions to revenues. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer's national circular ad, are reflected as sales and marketing expenses when the benefit from the sales incentive is separable from sales to the same customer and we can reasonably estimate the fair value of the benefit.

Subscription Revenues

Subscription revenues are mostly derived from World of Warcraft. World of Warcraft is a game that is playable through Blizzard's servers and is generally sold on a subscription-only basis.

For World of Warcraft, after the first month of free usage that is included with the World of Warcraft boxed software, the World of Warcraft end user may enter into a subscription agreement for additional future access. Revenues associated with the sales of subscriptions via boxed software and prepaid subscription cards, as well as prepaid subscriptions sales, are deferred until the subscription service is activated by the consumer and are then recognized ratably over the subscription period. Value-added service revenues associated with subscriptions are recognized ratably over the estimated service periods.

Licensing Revenues

Third-party licensees in Russia, China and Taiwan distribute and host Blizzard's World of Warcraft game in their respective countries under license agreements, for which they pay the Company a royalty. We recognize these royalties as revenues based on the end users' activation of the underlying prepaid time, if all other performance obligations have been completed, or based on usage by the end user, when we have continuing service obligations. We recognize any upfront licensing fees received over the term of the contracts.

With respect to license agreements that provide customers the right to make multiple copies in exchange for guaranteed amounts, revenues are generally recognized upon delivery of a master copy. Per copy royalties on sales that exceed the guarantee are recognized as earned. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable.

Other Revenues

Other revenues primarily include licensing activity of intellectual property other than software to third-parties. Revenues are recorded upon the receipt of licensee statements, or upon the receipt of cash, provided the license period has begun and all performance obligations have been completed.

Revenues are recorded net of taxes assessed by governmental authorities that are both imposed on and concurrent with the specific revenue-producing transaction between us and our customer, such as sales and value added taxes.

Allowances for Returns, Price Protection, Doubtful Accounts, and Inventory Obsolescence

Allowances for Returns, Price Protection, Doubtful Accounts, and Inventory Obsolescence

We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and the anticipated timing of other releases to assess future demand of current and upcoming titles. Initial volumes shipped upon title launch and subsequent reorders are evaluated with the goal of ensuring that quantities are sufficient to meet the demand from the retail markets, but at the same time are controlled to prevent excess inventory in the channel. We benchmark units to be shipped to our customers using historical and industry data.

We may permit product returns from, or grant price protection to, our customers under certain conditions. In general, price protection refers to the circumstances in which we elect to decrease, on a short- or longer-term basis, the wholesale price of a product by a certain amount and, when granted and applicable, allow customers a credit against amounts owed by such customers to us with respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sell-through reports to us. We may also consider other factors, including the facilitation of slow-moving inventory and other market factors.

Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price protection in any accounting period based on estimates of potential future product returns and price protection related to current period product revenues. We estimate the amount of future returns and price protection for current period product revenues utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer. The following factors are used to estimate the amount of future returns and price protection for a particular title: historical performance of titles in similar genres; historical performance of the hardware platform; historical performance of the franchise; console hardware life cycle; sales force and retail customer feedback; industry pricing; future pricing assumptions; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse on-hand inventory levels; the title's recent sell-through history (if available); marketing trade programs; and performance of competing titles. The relative importance of these factors varies among titles depending upon, among other items, genre, platform, seasonality, and sales strategy.

Based upon historical experience, we believe that our estimates are reasonable. However, actual returns and price protection could vary materially from our allowance estimates due to a number of reasons including, among others, a lack of consumer acceptance of a title, the release in the same period of a similarly themed title by a competitor, or technological obsolescence due to the emergence of new hardware platforms. Material differences may result in the amount and timing of our revenues for any period if factors or market conditions change or if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection. For example, a 1% change in our December 31, 2013 allowance for sales returns, price protection and other allowances would have impacted net revenues by approximately $4 million.

Similarly, management must make estimates as to the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer creditworthiness, current economic trends, and changes in our customers' payment terms and their economic condition, as well as whether we can obtain sufficient credit insurance. Any significant changes in any of these criteria would affect management's estimates in establishing our allowance for doubtful accounts.

We regularly review inventory quantities on-hand and in the retail channels. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and net realizable value, based upon assumptions about future demand, which are inherently difficult to assess and dependent on market conditions. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.

Shipping and Handling

Shipping and Handling

Shipping and handling costs, which consist primarily of packaging and transportation charges incurred to move finished goods to customers, are included in “Cost of sales—product costs.”

Advertising Expenses

Advertising Expenses

We expense advertising as incurred, except for production costs associated with media advertising, which are deferred and charged to expense when the related advertisement is run for the first time. Advertising expenses for the years ended December 31, 2013, 2012, and 2011 were $401 million, $396 million, and $343 million, respectively, and are included in “Sales and marketing expense” in the consolidated statements of operations.

Income Taxes

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC Topic 740, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of “more likely than not” that they will be realized in the future, a valuation allowance is recorded.

We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in “Income tax expense.”

Foreign Currency Translation

Foreign Currency Translation

All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date, and revenue and expenses are translated at average exchange rates during the period. The resulting translation adjustments are reflected as a component of “Accumulated other comprehensive income (loss)” in shareholders' equity.

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

“Basic earnings (loss) per common share” is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. “Diluted earnings per share” is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding, increased by the weighted average number of common stock equivalents. Common stock equivalents are calculated using the treasury stock method and represent incremental shares issuable upon exercise of our outstanding options. However, potential common shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.

When we determine whether instruments granted in stock-based payment transactions are participating securities, unvested stock-based awards which include the right to receive non-forfeitable dividends or dividend equivalents are considered to participate with common stock in undistributed earnings. With participating securities, we are required to calculate basic and diluted earnings per common share amounts under the two-class method. The two-class method excludes from the earnings per common share calculation any dividends paid or owed to participating securities and any undistributed earnings considered to be attributable to participating securities.

Stock-Based Compensation

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation, and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees. Stock-based compensation expense is recognized during the requisite service period (that is, the period for which the employee is being compensated) and is based on the value of stock-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense recognized in our consolidated statements of operations for the years ended December 31, 2013, 2012, and 2011 included both compensation expense for stock- based payment awards granted by Activision, Inc. prior to, but not yet vested as of July 9, 2008, based on the revalued fair value estimated at July 9, 2008, and compensation expense for the stock-based payment awards granted by us subsequent to July 9, 2008.

We estimate the value of stock-based payment awards on the measurement date using a binomial-lattice model. Our determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

We generally determine the fair value of restricted stock rights (including restricted stock units, restricted stock awards and performance shares) based on the closing market price of the Company's common stock on the date of grant. Certain restricted stock rights granted to our employees and senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based restricted stock rights at the closing market price of the Company's common stock on the date of grant. Each quarter, we update our assessment of the probability that the specified performance criteria will be achieved. We amortize the fair values of performance-based restricted stock rights over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. We estimate the fair value of market-based restricted stock rights at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based restricted stock rights at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based restricted stock rights at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.

See Note 15 of the Notes to Consolidated Financial Statements.

XML 78 R24.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring
12 Months Ended
Dec. 31, 2013
Restructuring  
Restructuring

16. Restructuring

On February 3, 2011, the Board of Directors of the Company authorized a restructuring plan (the “2011 Restructuring”) involving a focus on the development and publication of a reduced slate of titles on a going-forward basis. The 2011 Restructuring included the discontinuation of the development of music-based games, the closure of the related business unit and the cancellation of other titles then in production, along with a related reduction in studio headcount and corporate overhead.

The following table details the amount of the 2011 Restructuring reserves included in “Accrued Expenses and Other Liabilities” in our consolidated balance sheets at December 31, 2013, 2012, and 2011 (amounts in millions):

          Contract   
       Facilities termination   
    Severance costs costs Total
 Balance at January 1, 2011 $--- $--- $--- $---
 Costs charged to expense  20  4  1  25
 Costs paid or otherwise settled  (16)  (1)  (1)  (18)
 Balance at December 31, 2011 $4 $3 $--- $7
 Costs paid or otherwise settled  (4)  ---  ---  (4)
 Balance at December 31, 2012 $--- $3 $--- $3
 Costs paid or otherwise settled  ---  ---  ---  ---
 Balance at December 31, 2013 $--- $3 $--- $3

The 2011 Restructuring charges for the year ended December 31, 2011 was $25 million.  These charges, as well as the 2011 Restructuring reserve balances at December 31, 2013 and 2012 were recorded within our Activision segment. We completed the 2011 Restructuring as of December 31, 2011 and we do not expect to incur significant additional restructuring expenses relating thereto.

XML 79 R68.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment, Net (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment [Line Items]      
Total cost of property and equipment $ 586 $ 513  
Less accumulated depreciation (448) (372)  
Property and equipment, net 138 141  
Depreciation expense 84 90 75
Rental expense 35 37 38
Land
     
Property, Plant and Equipment [Line Items]      
Total cost of property and equipment 1 1  
Buildings
     
Property, Plant and Equipment [Line Items]      
Total cost of property and equipment 5 5  
Leasehold improvements
     
Property, Plant and Equipment [Line Items]      
Total cost of property and equipment 96 80  
Computer equipment
     
Property, Plant and Equipment [Line Items]      
Total cost of property and equipment 424 362  
Office furniture and other equipment
     
Property, Plant and Equipment [Line Items]      
Total cost of property and equipment $ 60 $ 65  
XML 80 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 81 R7.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) (USD $)
0 Months Ended 12 Months Ended
Feb. 06, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY        
Dividends per common share (in dollars per share) $ 0.20 $ 0.19 $ 0.18 $ 0.165
XML 82 R3.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS    
Accounts receivable, allowances $ 381 $ 332
Common stock, par value (in dollars per share) $ 0.000001 $ 0.000001
Common stock, shares authorized 2,400,000,000 2,400,000,000
Common stock, shares issued 1,132,385,424 1,111,606,087
Treasury stock, shares 428,676,471 0
XML 83 R17.htm IDEA: XBRL DOCUMENT v2.4.0.8
Goodwill
12 Months Ended
Dec. 31, 2013
Goodwill:  
Goodwill

9.       Goodwill

 

The changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2013 and 2012 are as follows (amounts in millions):

     Activision Blizzard Total 
              
 Balance at December 31, 2011 $6,933 $178 $7,111 
  Tax benefit credited to goodwill   (5)  ---  (5) 
 Balance at December 31, 2012 $6,928 $178 $7,106 
  Tax benefit credited to goodwill   (13)  ---  (13) 
  Foreign exchange   (1)  ---  (1) 
 Balance at December 31, 2013 $6,914 $178 $7,092 

The tax benefit credited to goodwill represents the tax deduction resulting from the exercise of stock options that were outstanding and vested at the consummation of the Business Combination and included in the purchase price of the Company, to the extent that the tax deduction did not exceed the fair value of those options. Conversely, to the extent that the tax deduction did exceed the fair value of those options, the tax benefit is credited to additional paid-in capital.

 

During our 2011 annual impairment testing, the Company identified and recorded a $12 million impairment of goodwill, which was equal to the carrying amount of goodwill, related to the Distribution reporting unit. The impairment charge was recorded to “General and administrative” expense in the statement of operations. The impairment was due to declines in our expected future performance of the distribution business, which was a reflection of a continuing shift in the distribution of interactive entertainment software from retail distribution channels towards digital distribution and online gaming.

 

At December 31, 2013 and 2012, the gross goodwill and accumulated impairment losses by reporting unit are as follows:

             
             
    Activision Blizzard Total 
             
Balance at December 31, 2012:          
 Goodwill $6,928 $178 $7,106 
 Accumulated impairment losses  ---  ---  --- 
 Total $6,928 $178 $7,106 
Balance at December 31, 2013:          
 Goodwill $6,914 $178 $7,092 
 Accumulated impairment losses  ---  ---  --- 
 Total $6,914 $178 $7,092 
XML 84 R93.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies (Details 2) (USD $)
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Long-term Purchase Commitment [Line Items]        
Unrecognized tax benefits $ 294,000,000 $ 207,000,000 $ 154,000,000 $ 132,000,000
Unrecognized tax benefits included in Other Liabilities 271,000,000 197,000,000    
Unrecognized tax benefits included in Accrued Expenses and Other Liabilities 23,000,000      
Total Contractual Obligations
       
Long-term Purchase Commitment [Line Items]        
2014 253,000,000      
2015 55,000,000      
2016 30,000,000      
2017 29,000,000      
2018 25,000,000      
Thereafter 48,000,000      
Total 440,000,000      
Facility and equipment leases
       
Long-term Purchase Commitment [Line Items]        
2014 34,000,000      
2015 31,000,000      
2016 27,000,000      
2017 26,000,000      
2018 25,000,000      
Thereafter 46,000,000      
Total 189,000,000      
Developer and Intellectual Properties
       
Long-term Purchase Commitment [Line Items]        
2014 145,000,000      
2015 16,000,000      
2016 2,000,000      
2017 2,000,000      
2018 0      
Thereafter 2,000,000      
Total 167,000,000      
Marketing
       
Long-term Purchase Commitment [Line Items]        
2014 74,000,000      
2015 8,000,000      
2016 1,000,000      
2017 1,000,000      
2018 0      
Thereafter 0      
Total $ 84,000,000      
XML 85 R91.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Cash Flow Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Supplemental Cash Flow Information      
Cash paid for income taxes $ 138 $ 159 $ 317
Cash paid for interest $ 19 $ 2 $ 4
XML 86 R1.htm IDEA: XBRL DOCUMENT v2.4.0.8
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2013
Feb. 24, 2014
Jun. 28, 2013
Document and Entity Information      
Entity Registrant Name Activision Blizzard, Inc.    
Entity Central Index Key 0000718877    
Document Type 10-K    
Document Period End Date Dec. 31, 2013    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Large Accelerated Filer    
Entity Public Float     $ 5,992,872,321
Entity Common Stock, Shares Outstanding   712,370,652  
Document Fiscal Year Focus 2013    
Document Fiscal Period Focus FY    
XML 87 R18.htm IDEA: XBRL DOCUMENT v2.4.0.8
Current Accrued Expenses and Other Liabilities, and Other Current Assets
12 Months Ended
Dec. 31, 2013
Current Accrued Expenses and Other Liabilities, and Other Current Assets  
Current Accrued Expenses and Other Liabilities, and Other Current Assets

10. Current Accrued Expenses and Other Liabilities, and Other Current Assets

       Included in “Accrued expenses and other liabilities” of our consolidated balance sheets are accrued payroll related costs of $254 million and $280 million at December 31, 2013 and 2012, respectively.

Included in “Other current assets” of our consolidated balance sheets are deferred cost of sales – product costs of $240 million and $245 million at December 31, 2013 and 2012, respectively.

XML 88 R80.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation (Details 2) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation expense before income taxes $ 110 $ 126 $ 103
Stock-based compensation expense, income tax benefit (40) (46) (38)
Total stock-based compensation expense, net of income tax benefit 70 80 65
Cost of sales - software royalties and amortization
     
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation expense before income taxes 17 9 10
Product development
     
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation expense before income taxes 33 20 40
Sales and marketing
     
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation expense before income taxes 7 8 6
General and administrative
     
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation expense before income taxes $ 53 $ 89 $ 47
XML 89 R90.htm IDEA: XBRL DOCUMENT v2.4.0.8
Capital Transactions (Details 2) (USD $)
In Millions, except Per Share data, unless otherwise specified
0 Months Ended 12 Months Ended
Feb. 06, 2014
May 31, 2013
May 15, 2013
Jun. 01, 2012
May 16, 2012
Aug. 12, 2011
May 11, 2011
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dividends                    
Dividends per common share (in dollars per share) $ 0.20             $ 0.19 $ 0.18 $ 0.165
Cash dividend payment     $ 212   $ 201   $ 192 $ 216 $ 204 $ 194
Dividend equivalent payment   $ 4   $ 3   $ 2        
XML 90 R4.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Net revenues      
Product sales $ 3,201 $ 3,620 $ 3,257
Subscription, licensing, and other revenues 1,382 1,236 1,498
Total net revenues 4,583 4,856 4,755
Costs and expenses      
Cost of sales-product costs 1,053 1,116 1,134
Cost of sales-online subscriptions 204 263 255
Cost of sales-software royalties and amortization 187 194 218
Cost of sales-intellectual property licenses 87 89 165
Product development 584 604 629
Sales and marketing 606 578 545
General and administrative 490 561 456
Restructuring 0 0 25
Total costs and expenses 3,211 3,405 3,427
Operating income 1,372 1,451 1,328
Interest and other investment income (expense), net (53) 7 3
Income before income tax expense 1,319 1,458 1,331
Income tax expense 309 309 246
Net income $ 1,010 $ 1,149 $ 1,085
Earnings per common share      
Basic (in dollars per share) $ 0.96 $ 1.01 $ 0.93
Diluted (in dollars per share) $ 0.95 $ 1.01 $ 0.92
Weighted-average number of shares outstanding      
Basic (in shares) 1,024 1,112 1,148
Diluted (in shares) 1,035 1,118 1,156
Dividends per common share (in dollars per share) $ 0.19 $ 0.18 $ 0.165
XML 91 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Investments
12 Months Ended
Dec. 31, 2013
Investments  
Investments

4. Investments

The following table summarizes our short-term and long-term investments at December 31, 2013 and 2012 (amounts in millions):

     Amortized Gross unrealized Gross unrealized Fair
At December 31, 2013 cost gains losses Value
Short-term investments:            
 Available-for-sale investments:            
  U.S. treasuries and government agency            
   securities $21 $--- $--- $21
 Restricted cash           12
Total short-term investments          $33
Long-term investments:            
 Available-for-sale investments:            
  Auction rate securities held through Morgan            
   Stanley Smith Barney LLC $8 $1 $--- $9
                
     Amortized Gross unrealized Gross unrealized Fair
At December 31, 2012 cost gains losses Value
Short-term investments:            
 Available-for-sale investments:            
  U.S. treasuries and government agency            
   securities $387 $--- $--- $387
  Corporate bonds  11  ---  ---  11
 Restricted cash           18
Total short-term investments          $416
Long-term investments:            
 Available-for-sale investments:            
  Auction rate securities held through Morgan            
   Stanley Smith Barney LLC $8 $--- $--- $8

The following table summarizes the contractually stated maturities of our short-term and long-term investments classified as available-for-sale at December 31, 2013 (amounts in millions):

   Amortized Fair 
 At December 31, 2013 cost Value 
 U.S. treasuries and government agency securities       
  due in 1 year or less $21 $21 
 Auction rate securities due after ten years  8  9 
   $29 $30 
XML 92 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
Cash and Cash Equivalents
12 Months Ended
Dec. 31, 2013
Cash and Cash Equivalents  
Cash and Cash Equivalents

3. Cash and Cash Equivalents

The following table summarizes the components of our cash and cash equivalents with original maturities of three months or less at the date of purchase (amounts in millions):

    At December 31, 
    2013 2012 
 Cash $377 $425 
 Time deposits  3  23 
 Foreign government treasury bills  30  --- 
 Money market funds  4,000  3,511 
 Cash and cash equivalents $4,410 $3,959 
XML 93 R23.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation
12 Months Ended
Dec. 31, 2013
Stock-Based Compensation  
Stock-Based Compensation

15. Stock-Based Compensation

Activision Blizzard Equity Incentive Plans

The Activision Blizzard Inc. 2008 Incentive Plan was adopted by our Board on July 28, 2008, approved by our stockholders and amended and restated by our Board on September 24, 2008, further amended and restated by our Board with stockholder approval on June 3, 2009, further amended and restated by the Compensation Committee of our Board with stockholder approval on December 17, 2009, further amended and restated by our Board and the Compensation Committee of our Board with shareholder approval on June 3, 2010, and further amended and restated by our Board with shareholder approval on June 7, 2012 (as so amended and restated, the “2008 Plan”). The 2008 Plan authorizes the Compensation Committee of our Board of Directors to provide stock-based compensation in the form of stock options, share appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other performance- or value-based awards structured by the Compensation Committee within parameters set forth in the 2008 Plan, including custom awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of our common stock, or factors that may influence the value of our common stock or that are valued based on our performance or the performance of any of our subsidiaries or business units or other factors designated by the Compensation Committee, as well as incentive bonuses, for the purpose of providing incentives and rewards for performance to the directors, officers, and employees of, and consultants to, Activision Blizzard and its subsidiaries.

While the Compensation Committee has broad discretion to create equity incentives, our stock-based compensation program for the most part currently utilizes a combination of options and restricted stock units. Options have time-based vesting schedules, generally vesting annually over a period of three to five years, and all options expire ten years from the grant date. Restricted stock units either have time-based vesting schedules, generally vesting in their entirety on an anniversary of the date of grant, or vesting annually over a period of three to five years, or vest only if certain performance measures are met. In addition, under the terms of the 2008 Plan, the exercise price for the options must be equal to or greater than the closing price per share of our common stock on the date the award is granted, as reported on NASDAQ.

At December 31, 2013, 34 million shares of our common stock were available for issuance under the 2008 Plan. The number of shares of our common stock reserved for issuance under the 2008 Plan may be further increased from time to time by: (i) the number of shares relating to awards outstanding under any prior stock compensation plans that: (a) expire, or are forfeited, terminated or cancelled, without the issuance of shares; (b) are settled in cash in lieu of shares; or (c) are exchanged, prior to the issuance of shares of our common stock, for awards not involving our common stock; and (ii) if the exercise price of any option outstanding under any prior plan is, or the tax withholding requirements with respect to any award outstanding under any prior plan are, satisfied by withholding shares otherwise then deliverable in respect of the award or the actual or constructive transfer to the Company of shares already owned, the number of shares equal to the withheld or transferred shares. At December 31, 2013, we had approximately 45 million shares of our common stock reserved for future issuance under the 2008 Plan. Shares issued in connection with awards made under the 2008 Plan are generally issued as new stock issuances.

Method and Assumptions on Valuation of Stock Options

Our employee stock options have features that differentiate them from exchange-traded options. These features include lack of transferability, early exercise, vesting restrictions, pre- and post-vesting termination provisions, blackout dates, and time-varying inputs. A binomial-lattice model was selected because it is better able to explicitly address these features than closed-form models such as the Black-Scholes model, and is able to reflect expected future changes in model inputs, including changes in volatility, during the option's contractual term.

We have estimated expected future changes in model inputs during the option's contractual term. The inputs required by our binomial-lattice model include expected volatility, risk-free interest rate, risk-adjusted stock return, dividend yield, contractual term, and vesting schedule, as well as measures of employees' forfeiture, exercise, and post-vesting termination behavior. Statistical methods were used to estimate employee rank-specific termination rates. These termination rates, in turn, were used to model the number of options that are expected to vest and post-vesting termination behavior. Employee rank-specific estimates of Expected Time-To-Exercise (“ETTE”) were used to reflect employee exercise behavior. ETTE was estimated by using statistical procedures to first estimate the conditional probability of exercise occurring during each time period, conditional on the option surviving to that time period and then using those probabilities to estimate ETTE. The model was calibrated by adjusting parameters controlling exercise and post-vesting termination behavior so that the measures output by the model matched values of these measures that were estimated from historical data.

       The following tables present the weighted-average assumptions and the weighted-average fair value at grant date using the binomial-lattice model:

  Employee and Director Options 
  For the Years Ended December 31,
  2013 2012 2011
Expected life (in years)  6.44   7.05   6.58 
Risk free interest rate  1.86%  1.12%  1.91%
Volatility  39.00%  40.76%  43.50%
Dividend yield  1.08%  1.65%  1.34%
Weighted-average fair value at grant date $4.97  $3.47  $4.17 

To estimate volatility for the binomial-lattice model, we use methods that consider the implied volatility method based upon the volatilities for exchange-traded options on our stock to estimate short-term volatility, the historical method (annualized standard deviation of the instantaneous returns on Activision Blizzard's stock) during the option's contractual term to estimate long-term volatility, and a statistical model to estimate the transition or “mean reversion” from short-term volatility to long-term volatility. Based on these methods, for options granted during the year ended December 31, 2013, the expected stock price volatility ranged from 25.73% to 39.00%.

As is the case for volatility, the risk-free rate is assumed to change during the option's contractual term. Consistent with the calculation required by a binomial-lattice model, the risk-free rate reflects the expected movement in the interest rate from one time period to the next (“forward rate”) as opposed to the interest rate from the grant date to the given time period (“spot rate”). The expected dividend yield assumption for options granted during the year ended December 31, 2013 is based on the Company's historical and expected future amount of dividend payouts.

The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is an output from the binomial-lattice model. The expected life of employee stock options depends on all of the underlying assumptions and calibration of our model. A binomial-lattice model can be viewed as assuming that employees will exercise their options when the stock price equals or exceeds an exercise multiples, of which the multiple is based on historical employee exercise behaviors.

As stock-based compensation expense recognized in the consolidated statement of operations for the years ended December 31, 2013, 2012, and 2011 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.

Accuracy of Fair Value Estimates

We developed the assumptions used in the binomial-lattice model, including model inputs and measures of employees' exercise and post-vesting termination behavior. Our ability to accurately estimate the fair value of stock-based payment awards at the grant date depends upon the accuracy of the model and our ability to accurately forecast model inputs as long as ten years into the future. These inputs include, but are not limited to, expected stock price volatility, risk-free rate, dividend yield, and employee termination rates. Although the fair value of employee stock options is determined using an option-pricing model, the estimates that are produced by this model may not be indicative of the fair value observed between a willing buyer and a willing seller. Unfortunately, it is difficult to determine if this is the case, as markets do not currently exist that permit the active trading of employee stock option and other stock-based instruments.

Stock Option Activities

Stock option activities for the year ended December 31, 2013 are as follows (amounts in millions, except number of shares, which are in thousands, and per share amounts):

        Weighted-average   
     Weighted-average remaining Aggregate
   Shares exercise price contractual term intrinsic value
 Outstanding stock options at December 31, 2012 51,748 $11.45     
 Granted 3,506  17.58     
 Exercised (16,001)  9.91     
 Forfeited (267)  11.93     
 Expired (182)  11.62     
 Outstanding stock options at December 31, 2013 38,804  12.63 5.82 $202
 Vested and expected to vest at December 31, 2013 37,856 $12.58 5.17 $199
 Exercisable at December 31, 2013 29,397 $12.27 4.99 $165

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e. the difference between our closing stock price on the last trading day of the period and the exercise price, times the number of shares for options where the exercise price is below the closing stock price) that would have been received by the option holders had all option holders exercised their options on that date. This amount changes based on the market value of our stock. The total intrinsic value of options actually exercised was $104 million, $25 million, and $47 million for the years ended December 31, 2013, 2012, and 2011, respectively. The total grant date fair value of options vested was $29 million, $47 million, and $57 million for the years ended December 31, 2013, 2012, and 2011, respectively.

At December 31, 2013, $21 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.41 years.

Restricted Stock Units and Restricted Stock Awards Activities

We grant restricted stock units, which represent the right to receive shares of our common stock, and restricted stock awards, which are issued and outstanding upon grant but subject to the risk of forfeiture (collectively referred to as “restricted stock rights”), under the 2008 Plan to employees around the world, and we assumed, as a result of the Business Combination, the restricted stock rights granted by Activision, Inc. Vesting for restricted stock rights is contingent upon the holders' continued employment with us and may be subject to other conditions (which may include the satisfaction of a performance measure). If the vesting conditions are not met, unvested restricted stock rights will be forfeited. Holders of restricted stock are restricted from selling the shares until they vest. Upon vesting of restricted stock rights, we may withhold shares otherwise deliverable to satisfy tax withholding requirements.

The following table summarizes our restricted stock rights activity for the year ended December 31, 2013 (amounts in thousands except per share amounts):

    Weighted-
  Restricted Stock Average Grant
  Rights Date Fair Value
Unvested restricted stock rights balance at December 31, 2012  25,605 $12.29
Granted  5,520  16.31
Vested  (7,841)  12.64
Forfeited  (719)  11.92
Unvested restricted stock rights balance at December 31, 2013  22,565  12.63

At December 31, 2013, approximately $100 million of total unrecognized compensation cost was related to restricted stock rights and is expected to be recognized over a weighted-average period of 1.50 years. Of the total unrecognized compensation cost, $17 million was related to performance-vesting restricted stock rights, which is expected to be recognized over a weighted-average period of 1.34 years. The total grant date fair value of vested restricted stock rights was $57 million, $45 million and $37 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The income tax benefit from stock option exercises and restricted stock rights was $77 million, $20 million, and $28 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Stock-Based Compensation Expense

The following table sets forth the total stock-based compensation expense included in our consolidated statements of operations for the years ended December 31, 2013, 2012, and 2011 (amounts in millions):

  For the Years Ended December 31,
  2013 2012 2011
Cost of sales - software royalties and amortization $17 $9 $10
Product development  33  20  40
Sales and marketing  7  8  6
General and administrative  53  89  47
Stock-based compensation expense before income taxes  110  126  103
Income tax benefit  (40)  (46)  (38)
Total stock-based compensation expense, net of income tax benefit $70 $80 $65

The following table summarizes stock-based compensation included in our consolidated balance sheets as a component of “Software development” (amounts in millions):

  Software
  Development
Balance at December 31, 2010 $20
Stock-based compensation expense capitalized and deferred during period  27
Amortization of capitalized and deferred stock-based compensation expense  (37)
Balance at December 31, 2011 $10
Stock-based compensation expense capitalized and deferred during period  27
Amortization of capitalized and deferred stock-based compensation expense  (18)
Balance at December 31, 2012 $19
Stock-based compensation expense capitalized and deferred during period  34
Amortization of capitalized and deferred stock-based compensation expense  (31)
Balance at December 31, 2013 $22
XML 94 R19.htm IDEA: XBRL DOCUMENT v2.4.0.8
Fair Value Measurements
12 Months Ended
Dec. 31, 2013
Fair Value Measurements  
Fair Value Measurements

11.       Fair Value Measurements

 

Fair Value Measurements on a Recurring Basis

 

FASB literature regarding fair value measurements for financial and non-financial assets and liabilities establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The three levels of inputs used to measure fair value are as follows:

 

  • Level 1—Quoted prices in active markets for identical assets or liabilities;

 

  • Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data; and

 

  • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

The table below segregates all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date (amounts in millions):

      Fair Value Measurements at  
     December 31, 2013 Using
      Quoted        
      Prices in        
      Active Significant     
      Markets for Other Significant  
   As of Identical Observable Unobservable  
   December 31, Assets Inputs Inputs Balance Sheet
   2013 (Level 1) (Level 2) (Level 3) Classification
Recurring fair value measurements:              
Money market funds  $ 4,000 $ 4,000 $--- $--- Cash and cash equivalents
Foreign government treasury bills   30   30  ---  --- Cash and cash equivalents
U.S. treasuries and government agency securities   21   21  ---  --- Short-term investments
Auction rate securities ("ARS")    9  ---  ---   9 Long-term investments
Total recurring fair value measurements  $4,060 $4,051 $--- $9  

      Fair Value Measurements at  
      December 31, 2012 Using 
      Quoted        
      Prices in        
      Active Significant     
      Markets for Other Significant  
   As of Identical Observable Unobservable  
   December 31, Assets Inputs Inputs Balance Sheet
   2012 (Level 1) (Level 2) (Level 3) Classification
Recurring fair value measurements:              
Money market funds  $3,511 $3,511 $--- $--- Cash and cash equivalents
U.S. treasuries and government agency securities  387  387  ---  --- Short-term investments
Corporate bonds  11  11  ---  --- Short-term investments
ARS  8  ---  ---  8 Long-term investments
Total recurring fair value measurements  $3,917 $3,909 $--- $8  

The following tables provide a reconciliation of the beginning and ending balances of our financial assets classified as Level 3 by major categories (amounts in millions) at December 31, 2013 and 2012, respectively:

    Level 3
       Total
      financial
      assets at
    ARSfair
    (a)value
Balance at December 31, 2011 $16 $16
 Total unrealized gains included in other      
  comprehensive income  2  2
 Settlements  (10)  (10)
Balance at December 31, 2012 $8 $8
 Total unrealized gains included in other      
  comprehensive income  1  1
Balance at December 31, 2013 $9 $9

(a)       Fair value measurements have been estimated using an income-approach model. When estimating the fair value, we consider both observable market data and non-observable factors, including credit quality, duration, insurance wraps, collateral composition, maximum rate formulas, comparable trading instruments, and the likelihood of redemption. Significant assumptions used in the analysis include estimates for interest rates, spreads, cash flow timing and amounts, and holding periods of the securities. At December 31, 2013, assets measured at fair value using significant unobservable inputs (Level 3), all of which were ARS, represent less than 1% of our financial assets measured at fair value on a recurring basis.

Foreign Currency Forward Contracts Not Designated as Hedges

We transact business in various currencies other than the U.S. dollar and have significant international sales and expenses denominated in currencies other than the U.S. dollar, subjecting us to currency exchange rate risks. To mitigate our risk from foreign currency fluctuations we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year. All foreign currency contracts are backed, in amount and by maturity, by an identified economic underlying item. In recent years, Vivendi has been our principal counterparty for our currency derivative contracts, but in connection with the Purchase Transaction described in Note 1 of the Notes to Consolidated Financial Statements, we terminated our cash management services agreement with Vivendi as of October 31, 2013. Further, we have not had any outstanding currency derivative contracts with Vivendi as the counterparty since July 3, 2013. Since the consummation of the Purchase Transaction, our counterparties for our currency derivative contracts have been large and reputable commercial or investment banks. The gross notional amount of outstanding foreign currency contracts was $34 million and $355 million at December 31, 2013 and 2012, respectively. The fair value of foreign currency contracts is estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the relevant period and was not material as of December 31, 2013 or 2012.

We do not hold or purchase any foreign currency contracts for trading or speculative purposes and we do not designate these contracts as hedging instruments. Accordingly, we report the fair value of these contracts within “Other current assets” or “Other current liabilities” in our consolidated balance sheets and the changes in fair value within “General and administrative expense” and “Interest and other investment income (expense), net” in our consolidated statements of operations, depending on the nature of the contracts. For the year ended December 31, 2013, pre-tax net gains were not material. For the years ended December 31, 2012 and 2011, we recognized a pre-tax net gain of $7 million and a pre-tax net loss of $8 million, respectively.

Fair Value Measurements on a Non-Recurring Basis

We measure the fair value of certain assets on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

For the years ended December 31, 2013 and 2012, there were no impairment charges related to assets that are measured on a non-recurring basis. For the year ended December 31, 2011, we identified and recorded an impairment of $12 million related to the Distribution reporting unit. The decrease in fair value of the reporting unit was primarily due to the decrease of forecasted revenue from our Distribution segment in view of the industry's trend towards digital distribution.

The tables below present intangible assets that were measured at fair value on a non-recurring basis at December 31, 2011 (amounts in millions):

      Fair Value Measurements at   
      December 31, 2011 Using   
      Quoted         
      Prices in        
      Active        
      Markets forSignificant      
      IdenticalOther Significant   
   As of FinancialObservable Unobservable   
   December 31, InstrumentsInputs Inputs   
   2011 (Level 1) (Level 2) (Level 3) Total Losses
Non-financial assets:               
Goodwill  $7,111 $--- $--- $7,111 $12
Total non-financial assets at fair               
 value $7,111 $--- $--- $7,111 $12
XML 95 R84.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income (loss) before income tax benefit:      
Domestic $ 626,000,000 $ 668,000,000 $ 623,000,000
Foreign 693,000,000 790,000,000 708,000,000
Income before income tax expense 1,319,000,000 1,458,000,000 1,331,000,000
Current:      
Federal 100,000,000 256,000,000 144,000,000
State 6,000,000 14,000,000 (2,000,000)
Foreign 31,000,000 49,000,000 28,000,000
Total Current 137,000,000 319,000,000 170,000,000
Deferred      
Federal 134,000,000 12,000,000 61,000,000
State (12,000,000) (11,000,000) (4,000,000)
Foreign 39,000,000 (11,000,000) 19,000,000
Total Deferred 161,000,000 (10,000,000) 76,000,000
Add back benefit credited to additional paid-in capital:      
Excess tax benefit associated with stock options 11,000,000 0 0
Income tax expense $ 309,000,000 $ 309,000,000 $ 246,000,000
XML 96 R15.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment, Net
12 Months Ended
Dec. 31, 2013
Property and Equipment, Net  
Property and Equipment, Net

7. Property and Equipment, Net

Property and equipment, net was comprised of the following (amounts in millions):

   At December 31,
   2013 2012
Land $1 $1
Buildings  5  5
Leasehold improvements  96  80
Computer equipment  424  362
Office furniture and other equipment  60  65
 Total cost of property and equipment  586  513
Less accumulated depreciation  (448)  (372)
 Property and equipment, net $138 $141

Depreciation expense for the years ended December 31, 2013, 2012, and 2011 was $84 million, $90 million, and $75 million, respectively.

Rental expense was $35 million, $37 million and $38 million for the years ended December 31, 2013, 2012, and 2011, respectively.

XML 97 R60.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of significant accounting policies (Details 2)
12 Months Ended
Dec. 31, 2013
customers
Dec. 31, 2012
customers
Dec. 31, 2011
customers
Investment Securities      
Short-term investment classification, lower end of the maturity range, greater than 90 days    
Short-term investment classification, upper end of the maturity range, less than 1 year    
Auction Rate Securities, interest rate setting interval - period one 7 days    
Auction Rate Securities, interest rate setting interval - period two 28 days    
Auction Rate Securities, interest rate setting interval - period three 35 days    
Financial Instruments      
Maximum contractual terms of foreign exchange forward contracts 1 year    
Concentration Risk [Line Items]      
Number of significant customers for concentration of credit risk 0 1 0
Software Development Costs      
Maximum amortization period for software development costs 6 months    
Wal-Mart | Consolidated gross receivables
     
Concentration Risk [Line Items]      
Percentage of concentration risk (in percent) 24.00% 20.00%  
GameStop | Consolidated net revenues
     
Concentration Risk [Line Items]      
Percentage of concentration risk (in percent)   10.00%  
XML 98 R13.htm IDEA: XBRL DOCUMENT v2.4.0.8
Inventories
12 Months Ended
Dec. 31, 2013
Inventories, Net  
Inventories

5.       Inventories, Net

 

Our inventories, net consist of the following (amounts in millions):

   At December 31, 
   2013 2012 
 Finished goods  $149 $171 
 Purchased parts and components   22  38 
         
 Inventories, net  $171 $209 

Inventory reserves were $42 million and $22 million at December 31, 2013 and 2012, respectively.

XML 99 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Software Development Costs and Intellectual Property Licenses
12 Months Ended
Dec. 31, 2013
Software Development Costs and Intellectual Property Licenses  
Software Development Costs and Intellectual Property Licenses

6.       Software Development and Intellectual Property Licenses

 

The following table summarizes the components of our capitalized software development costs and intellectual property licenses (amounts in millions):

   At At 
   December 31, December 31, 
   2013 2012 
 Internally developed software costs  $189 $159 
 Payments made to third-party software developers   199  134 
 Total software development costs  $388 $293 
         
 Intellectual property licenses  $11 $41 

Amortization, write-offs and impairments of capitalized software development costs and intellectual property licenses are comprised of the following (amounts in millions):

    For the Years Ended December 31,
    2013 2012 2011
 Amortization of capitalized software development         
  costs and intellectual property licenses  $195 $205 $258
 Write-offs and impairments   29  12  60
XML 100 R16.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets, Net
12 Months Ended
Dec. 31, 2013
Intangible Assets, Net  
Intangible Assets, Net

8.       Intangible Assets, Net

 

Intangible assets, net consist of the following (amounts in millions):

   At December 31, 2013 
   Estimated Gross     
   useful carrying Accumulated Net carrying 
   lives amount amortization amount 
 Acquired definite-lived intangible assets:           
  License agreements and other 3 - 10 years $98 $(90) $8 
  Internally-developed franchises 11 - 12 years  309  (274)  35 
 Total definite-lived intangible assets  $407 $(364) $43 
              
 Acquired indefinite-lived intangible assets:           
  Activision trademark Indefinite        386 
  Acquired trade names Indefinite        47 
 Total indefinite-lived intangible assets        $433 
              
              
              
   At December 31, 2012 
   Estimated Gross       
   usefulcarryingAccumulated Net carrying 
   livesamountamortization amount 
 Acquired definite-lived intangible assets:           
  License agreements and other 3 - 10 years $98 $(88) $10 
  Internally-developed franchises 11 - 12 years  309  (251)  58 
 Total definite-lived intangible assets  $407 $(339) $68 
              
 Acquired indefinite-lived intangible assets:           
  Activision trademark Indefinite        386 
  Acquired trade names Indefinite        47 
 Total indefinite-lived intangible assets        $433 

Amortization expense of intangible assets was $24 million, $30 million, and $72 million for the years ended December 31, 2013, 2012, and 2011, respectively.

 

At December 31, 2013, future amortization of definite-lived intangible assets is estimated as follows (amounts in millions):

 2014 $ 15 
 2015   12 
 2016   7 
 2017   4 
 2018   3 
 Thereafter   2 
 Total $ 43 

We did not record any impairment charges against our intangible assets for the years ended December 31, 2013, 2012 and 2011.

XML 101 R64.htm IDEA: XBRL DOCUMENT v2.4.0.8
Cash and Cash Equivalents (Details) (USD $)
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Cash and Cash Equivalents        
Cash $ 377,000,000 $ 425,000,000    
Time deposits 3,000,000 23,000,000    
Foreign government treasury bills 30,000,000 0    
Money market funds 4,000,000,000 3,511,000,000    
Cash and cash equivalents $ 4,410,000,000 $ 3,959,000,000 $ 3,165,000,000 $ 2,812,000,000
XML 102 R85.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details 2) (USD $)
0 Months Ended 12 Months Ended
Oct. 11, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Difference between income taxes computed at the U.S. federal statutory income tax rate and the income tax expense (benefit)        
Federal income tax provision at statutory rate   $ 462,000,000 $ 510,000,000 $ 466,000,000
Statutory income tax rate (in percent)   35.00% 35.00% 35.00%
State taxes, net of federal benefit   6,000,000 31,000,000 18,000,000
State taxes, net of federal benefit (in percent)   0.00% 2.00% 1.00%
Research and development credits   (49,000,000) (10,000,000) (21,000,000)
Research and development credits (in percent)   (4.00%) (1.00%) (2.00%)
Domestic production activity deduction   (9,000,000) (17,000,000) (15,000,000)
Domestic production activity deduction (in percent)   (1.00%) (1.00%) (1.00%)
Foreign rate differential   (174,000,000) (241,000,000) (202,000,000)
Foreign rate differential (in percent)   (13.00%) (17.00%) (15.00%)
Change in tax reserves   89,000,000 53,000,000 23,000,000
Change in tax reserves (in percent)   7.00% 4.00% 2.00%
Shortfall from employee stock option exercises   0 8,000,000 9,000,000
Shortfall from employee stock option exercises (in percent)   0.00% 0.00% 1.00%
Return to provision adjustment   (3,000,000) (4,000,000) (44,000,000)
Return to provision adjustment (in percent)   0.00% 0.00% (3.00%)
Net Operating Loss tax attribute received from Internal Revenue Service audit   0 (46,000,000) 0
Net Operating Loss tax attribute received from IRS audit (in percent)   0.00% (3.00%) 0.00%
Net Operating Loss tax attribute received from Purchase Transaction   (16,000,000) 0 0
Net Operating Loss tax attribute received from Purchase Transaction (in percent)   (1.00%) 0.00% 0.00%
Other   3,000,000 25,000,000 12,000,000
Other (in percent)   0.00% 2.00% 1.00%
Income tax expense   309,000,000 309,000,000 246,000,000
Total (in percent)   23.00% 21.00% 19.00%
Purchase Transaction [Line Items]        
Potential Future Tax Benefit   309,000,000 309,000,000 246,000,000
Net Operating Loss Carryforward Indemnification Amount Obtained 200,000,000      
Indemnification asset recorded in other assets   16,000,000    
R&D Tax Credit   49,000,000 10,000,000 21,000,000
American Taxpayer Relief Act of 2012
       
Difference between income taxes computed at the U.S. federal statutory income tax rate and the income tax expense (benefit)        
Research and development credits     (12,000,000)  
Purchase Transaction [Line Items]        
R&D Tax Credit     12,000,000  
New VH
       
Purchase Transaction [Line Items]        
Net Operating Loss Carryforwards 676,000,000      
Net operating loss utilized - New VH NOL   45,000,000    
Indemnification asset recorded in other assets   16,000,000    
Vivendi Games
       
Purchase Transaction [Line Items]        
Net Operating Loss Carryforwards     132,000,000  
Expected | New VH
       
Difference between income taxes computed at the U.S. federal statutory income tax rate and the income tax expense (benefit)        
Income tax expense (237,000,000)      
Purchase Transaction [Line Items]        
Potential Future Tax Benefit $ (237,000,000)      
XML 103 R66.htm IDEA: XBRL DOCUMENT v2.4.0.8
Inventories (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Inventories, Net    
Finished goods $ 149 $ 171
Purchased parts and components 22 38
Inventories, net 171 209
Inventory reserves $ 42 $ 22
XML 104 R63.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of significant accounting policies (Details 5) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Definite-lived And Indefinite-lived Intangible Assets [Line Items]      
Impairment of intangible assets $ 0 $ 0 $ 0
Impairment of long-lived assets 0 0  
Goodwill
     
Definite-lived And Indefinite-lived Intangible Assets [Line Items]      
Goodwill impairment $ 0 $ 0  
XML 105 R92.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies (Details)
In Millions, unless otherwise specified
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2013
European subsidiary
USD ($)
Dec. 31, 2013
European subsidiary
EUR (€)
Dec. 31, 2012
European subsidiary
USD ($)
Dec. 31, 2012
European subsidiary
EUR (€)
Commitments and Contingencies [Line Items]            
Maximum letter of credit that can be issued under the Revolver $ 50          
Standby letter of credit $ 10 $ 15 $ 21 € 15 $ 7 € 5
XML 106 R34.htm IDEA: XBRL DOCUMENT v2.4.0.8
Subsequent events
12 Months Ended
Dec. 31, 2013
Subsequent events  
Subsequent events

26.       Subsequent Events

 

       On January 29, 2014, the Board of Directors authorized a $375 million repayment of our Term Loan. Accordingly, we made this repayment on February 11, 2014. Refer to Note 12 of the Notes to Consolidated Financial Statements.

 

On February 6, 2014, our Board of Directors declared a cash dividend of $0.20 per common share payable on May 14, 2014 to shareholders of record at the close of business on March 19, 2014.

XML 107 R51.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2013
Income Taxes  
Schedule of domestic and foreign income (loss) and income tax expense (benefit)
    For the Years Ended December 31,
    2013 2012 2011
Income before income tax expense:         
 Domestic $626 $668 $623
 Foreign  693  790  708
    $1,319 $1,458 $1,331
            
Income tax expense (benefit):         
 Current:         
  Federal $100 $256 $144
  State  6  14  (2)
  Foreign  31  49  28
  Total current  137  319  170
 Deferred:         
  Federal  134  12  61
  State  (12)  (11)  (4)
  Foreign  39  (11)  19
  Total deferred  161  (10)  76
Add back tax benefit credited to additional paid-in capital:         
 Excess tax benefit associated with stock options  11  ---  ---
Income tax expense $309 $309 $246
Reconciliation of income taxes at the U.S. federal statutory rate to income tax expense (benefit)
   For the Years Ended December 31,
   2013 2012 2011
Federal income tax provision at statutory rate $462 35% $510 35% $466 35%
State taxes, net of federal benefit  6 ---   31 2   18 1 
Research and development credits  (49) (4)   (10) (1)   (21) (2) 
Domestic production activity deduction  (9) (1)   (17) (1)   (15) (1) 
Foreign rate differential  (174) (13)   (241) (17)   (202) (15) 
Change in tax reserves  89 7   53 4   23 2 
Shortfall from employee stock option exercises  --- ---   8 ---   9 1 
Return to provision adjustment  (3) ---   (4) ---   (44) (3) 
Net Operating Loss tax attribute received                  
 from Internal Revenue Service audit  --- ---   (46) (3)   --- --- 
Net Operating Loss tax attribute assumed                  
 from Purchase Transaction  (16) (1)   --- ---   --- --- 
Other  3 ---   25 2   12 1 
Income tax expense $309 23% $309 21% $246 19%
Schedule of the components of the net deferred tax assets (liabilities)
   As of December 31,
   2013 2012
Deferred tax assets:      
 Reserves and allowances $3 $11
 Allowance for sales returns and price protection  63  56
 Inventory reserve  8  5
 Accrued expenses  48  65
 Deferred revenue  273  357
 Tax credit carryforwards  81  62
 Net operating loss carryforwards  11  14
 Stock-based compensation  91  119
 Foreign deferred assets  13  7
 Transaction costs  11  ---
 Other  9  2
Deferred tax assets  611  698
Valuation allowance  ---  ---
Deferred tax assets, net of valuation allowance  611  698
Deferred tax liabilities:      
 Intangibles  (152)  (161)
 Prepaid royalties  (71)  ---
 Capitalized software development expenses  (60)  (54)
 State taxes  (27)  (21)
Deferred tax liabilities  (310)  (236)
Net deferred tax assets $301 $462
Reconciliation of unrecognized tax benefits for the period
  For the Years Ended December 31,
  2013 2012 2011
Unrecognized tax benefits balance at January 1 $207 $154 $132
Gross increase for tax positions of prior years  1  3  4
Gross increase for tax positions of current year  91  59  65
Settlement with taxing authorities  ---  (8)  ---
Lapse of statute of limitations  (5)  (1)  (47)
Unrecognized tax benefits balance at December 31 $294 $207 $154
XML 108 R21.htm IDEA: XBRL DOCUMENT v2.4.0.8
Accumulated Other Comprehensive Income (Loss)
12 Months Ended
Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss).  
Accumulated Other Comprehensive Income (Loss)

13.       Accumulated Other Comprehensive Income (Loss)

 

The components of accumulated other comprehensive income (loss) at December 31, 2013 and 2012, were as follows (amounts in millions):

    For the Year Ended December 31, 2013
    Foreign currency Unrealized gain  
    translation on available-for-  
    adjustments sale securities Total
Balance at December 31, 2012 $(26) $--- $(26)
 Other comprehensive income (loss)         
  before reclassifications  93  1  94
 Amounts reclassified from accumulated         
  other comprehensive income (loss)  ---  ---  ---
Balance at December 31, 2013 $67 $1 $68
            
            
    For the Year Ended December 31, 2012
    Foreign currency Unrealized gain  
    translation on available-for-  
    adjustments sale securities Total
Balance at December 31, 2011 $(72) $--- $(72)
 Other comprehensive income (loss)         
  before reclassifications  46  ---  46
 Amounts reclassified from accumulated         
  other comprehensive income (loss)  ---  ---  ---
Balance at December 31, 2012 $(26) $--- $(26)

Income taxes were not provided for foreign currency translation items as these are considered indefinite investments in non-U.S. subsidiaries.

XML 109 R26.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes
12 Months Ended
Dec. 31, 2013
Income Taxes  
Income Taxes

18.       Income Taxes

 

Domestic and foreign income (loss) before income taxes and details of the income tax expense (benefit) are as follows (amounts in millions):

    For the Years Ended December 31,
    2013 2012 2011
Income before income tax expense:         
 Domestic $626 $668 $623
 Foreign  693  790  708
    $1,319 $1,458 $1,331
            
Income tax expense (benefit):         
 Current:         
  Federal $100 $256 $144
  State  6  14  (2)
  Foreign  31  49  28
  Total current  137  319  170
 Deferred:         
  Federal  134  12  61
  State  (12)  (11)  (4)
  Foreign  39  (11)  19
  Total deferred  161  (10)  76
Add back tax benefit credited to additional paid-in capital:         
 Excess tax benefit associated with stock options  11  ---  ---
Income tax expense $309 $309 $246

The items accounting for the difference between income taxes computed at the U.S. federal statutory income tax rate and the income tax expense (benefit) (the effective tax rate) for each of the years are as follows (amounts in millions):

   For the Years Ended December 31,
   2013 2012 2011
Federal income tax provision at statutory rate $462 35% $510 35% $466 35%
State taxes, net of federal benefit  6 ---   31 2   18 1 
Research and development credits  (49) (4)   (10) (1)   (21) (2) 
Domestic production activity deduction  (9) (1)   (17) (1)   (15) (1) 
Foreign rate differential  (174) (13)   (241) (17)   (202) (15) 
Change in tax reserves  89 7   53 4   23 2 
Shortfall from employee stock option exercises  --- ---   8 ---   9 1 
Return to provision adjustment  (3) ---   (4) ---   (44) (3) 
Net Operating Loss tax attribute received                  
 from Internal Revenue Service audit  --- ---   (46) (3)   --- --- 
Net Operating Loss tax attribute assumed                  
 from Purchase Transaction  (16) (1)   --- ---   --- --- 
Other  3 ---   25 2   12 1 
Income tax expense $309 23% $309 21% $246 19%

In connection with the Purchase Transaction, we assumed certain tax attributes of New VH, which generally consist of New VH's net operating loss (“NOL”) carryforwards of approximately $676 million, which represent a potential future tax benefit of approximately $237 million. The utilization of such NOL carryforwards will be subject to certain annual limitations and will begin to expire in 2021. The Company also obtained indemnification from Vivendi against losses attributable to the disallowance of claimed utilization of such NOL carryforwards of up to $200 million in unrealized tax benefits in the aggregate, limited to taxable years ending on or prior to December 31, 2016. No benefit for these tax attributes or indemnification was recorded upon the close of the Purchase Transaction as the benefit from these tax attributes did not meet the more-likely-than-not standard. As of December 31, 2013, we utilized $45 million of the NOL, which resulted in a benefit of $16 million, and a corresponding reserve was established as the position did not meet the more-likely-than-not standard. An indemnification asset of $16 million has been recorded in “Other Assets”, and correspondingly, the same amount has been recorded as a reduction to the consideration paid for the shares repurchased in “Treasury Stock” (see Note 1 of the Notes to Consolidated Financial Statements for details about the share repurchase).

As previously disclosed, on July 9, 2008, the Business Combination occurred amongst Vivendi, the Company and certain of their respective subsidiaries, pursuant to which Vivendi Games, then a member of the consolidated U.S. tax group of Vivendi's subsidiary, Vivendi Holdings I Corp. (“VHI”), became a subsidiary of the Company. As a result of the Business Combination, the favorable tax attributes of Vivendi Games carried forward to the Company. In late August 2012, VHI settled a federal income tax audit with the Internal Revenue Service (“IRS”) for the tax years ended December 31, 2002, 2003, and 2004. In connection with the settlement agreement, VHI's consolidated federal NOL carryovers were adjusted and allocated to various companies that were part of its consolidated group during the relevant periods. This allocation resulted in a $132 million federal NOL allocation to Vivendi Games. In September 2012, the Company filed an amended tax return for its December 31, 2008 tax year to utilize these additional federal net operating losses allocated as a result of the aforementioned settlement, resulting in the recording of a one-time tax benefit of $46 million. Prior to the settlement, and given the uncertainty of the VHI audit, the Company had insufficient information to allow it to record or disclose any information related to the audit until the quarter ended September 30, 2012, as disclosed in the Company's Form 10-Q for that period.

 

On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law by the President of the United States. Under the provisions of the American Taxpayer Relief Act of 2012, the research and development (“R&D”) tax credit that had expired December 31, 2011, was reinstated retroactively to January 1, 2012, and expired on December 31, 2013.  The Company recorded the impact of the extension of the R&D tax credit related to the tax year ended December 31, 2012, as a discrete item the first quarter of 2013. The impact of the extension of the R&D tax credit resulted in a net tax benefit of approximately $12 million related to the tax year ended December 31, 2012.

 

Deferred income taxes reflect the net tax effects of temporary differences between the amounts of assets and liabilities for accounting purposes and the amounts used for income tax purposes. The components of the net deferred tax assets (liabilities) are as follows (amounts in millions):

   As of December 31,
   2013 2012
Deferred tax assets:      
 Reserves and allowances $3 $11
 Allowance for sales returns and price protection  63  56
 Inventory reserve  8  5
 Accrued expenses  48  65
 Deferred revenue  273  357
 Tax credit carryforwards  81  62
 Net operating loss carryforwards  11  14
 Stock-based compensation  91  119
 Foreign deferred assets  13  7
 Transaction costs  11  ---
 Other  9  2
Deferred tax assets  611  698
Valuation allowance  ---  ---
Deferred tax assets, net of valuation allowance  611  698
Deferred tax liabilities:      
 Intangibles  (152)  (161)
 Prepaid royalties  (71)  ---
 Capitalized software development expenses  (60)  (54)
 State taxes  (27)  (21)
Deferred tax liabilities  (310)  (236)
Net deferred tax assets $301 $462

As of December 31, 2013 we have various state NOL carryforwards totaling $16 million that will begin to expire in 2014. We have tax credit carryforwards of $6 million and $75 million for federal and state purposes, respectively, which begin to expire in fiscal 2016. Through our foreign operations, we have approximately $37 million in NOL carryforwards at December 31, 2013, attributed mainly to losses in France and Ireland, the majority of which can be carried forward indefinitely.

We evaluate our deferred tax assets, including net operating losses and tax credits, to determine if a valuation allowance is required. We assess whether a valuation allowance should be established or released based on the consideration of all available evidence using a “more-likely-than-not” standard. Realization of the U.S. deferred tax assets is dependent upon the continued generation of sufficient taxable income. In making such judgments, significant weight is given to evidence that can be objectively verified. Although realization is not assured, management believes it is more likely than not that the net carrying value of the U.S. deferred tax assets will be realized. At December 31, 2013 and 2012, there are no valuation allowances on deferred tax assets.

Cumulative undistributed earnings of foreign subsidiaries for which no deferred taxes have been provided approximated $2,593 million at December 31, 2013. Deferred income taxes on these earnings have not been provided as these amounts are considered to be permanent in duration. Determination of the unrecognized deferred tax liability on unremitted foreign earnings is not practicable because of the complexity of the hypothetical calculation. In the event of a distribution of these earnings to the U.S. in the form of a dividend, we may be subject to both foreign withholding taxes and U.S. income taxes net of allowable foreign tax credits.

Vivendi Games results for the period January 1, 2008 through July 9, 2008 are included in the consolidated federal and certain foreign, state and local income tax returns filed by Vivendi or its affiliates while Vivendi Games results for the period July 10, 2008 through December 31, 2008 are included in the consolidated federal and certain foreign, state and local income tax returns filed by Activision Blizzard. Vivendi Games tax years 2005 through 2010 remain open to examination by the major taxing authorities. The Internal Revenue Service is currently examining Vivendi Games tax returns for the 2005 through 2008 tax years. Although the final resolution of the examination is uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations.

 

Activision Blizzard's tax years 2008 through 2012 remain open to examination by the major taxing jurisdictions to which we are subject. The Internal Revenue Service is currently examining the Company's federal tax returns for the 2008 and 2009 tax years. The Company also has several state and non-U.S. audits pending. Although the final resolution of the Company's global tax disputes is uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, an unfavorable resolution of the Company's global tax disputes could have a material adverse effect on our business and results of operations in the period in which the matters are ultimately resolved.

 

As of December 31, 2013, we had approximately $294 million in total unrecognized tax benefits, all of which would affect our effective tax rate if recognized. A reconciliation of unrecognized tax benefits for the years ended December 31, 2013, 2012 and 2011 is as follows (amounts in millions):

  For the Years Ended December 31,
  2013 2012 2011
Unrecognized tax benefits balance at January 1 $207 $154 $132
Gross increase for tax positions of prior years  1  3  4
Gross increase for tax positions of current year  91  59  65
Settlement with taxing authorities  ---  (8)  ---
Lapse of statute of limitations  (5)  (1)  (47)
Unrecognized tax benefits balance at December 31 $294 $207 $154

As of December 31, 2013 and 2012, we reflected $271 million and $197 million, respectively, of income tax liabilities as non-current liabilities because payment of cash or settlement is not anticipated within one year of the balance sheet date. These non-current income tax liabilities are recorded in “Other liabilities” in our consolidated balance sheets as of December 31, 2013 and 2012.

We recognize interest and penalties related to uncertain tax positions in “Income tax expense.” As of December 31, 2013 and 2012, we had approximately $13 million and $11 million, respectively, of accrued interest and penalties related to uncertain tax positions. For the year ended December 31, 2013, we recorded $2 million of interest expense related to uncertain tax positions. For the year ended December 31, 2012, we did not have any material interest expense and penalties related to uncertain tax positions. For the year ended December 31, 2011, we recorded $1 million of interest expense related to uncertain tax positions.

Based on the current status with the IRS, there is insufficient information to identify any significant changes in unrecognized tax benefits in the next twelve months. However, the Company may recognize a benefit of up to approximately $23 million related to the settlement of tax audits and/or the expiration of statutes of limitations in the next twelve months.

 

Although the final resolution of the Company's global tax disputes, audits, or any particular issue with the applicable taxing authority is uncertain, based on current information, in the opinion of the Company's management, the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, any settlement or resolution of the Company's global tax disputes, audits, or any particular issue with the applicable taxing authority could have a material favorable or unfavorable effect on our business and results of operations in the period in which the matters are ultimately resolved.

XML 110 R95.htm IDEA: XBRL DOCUMENT v2.4.0.8
Quarterly Financial and Market Information (Unaudited) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Quarterly Financial and Market Information                      
Net revenues $ 1,518 $ 691 $ 1,050 $ 1,324 $ 1,768 $ 841 $ 1,075 $ 1,172 $ 4,583 $ 4,856 $ 4,755
Cost of sales 655 175 285 416 682 237 377 364      
Operating (loss) income 284 70 430 587 484 227 227 513 1,372 1,451 1,328
Net income $ 174 $ 56 $ 324 $ 456 $ 354 $ 226 $ 185 $ 384 $ 1,010 $ 1,149 $ 1,085
Basic earnings per common share (in dollars per share) $ 0.23 $ 0.05 $ 0.28 $ 0.40 $ 0.31 $ 0.20 $ 0.16 $ 0.34 $ 0.96 $ 1.01 $ 0.93
Diluted earnings per common share (in dollars per share) $ 0.22 $ 0.05 $ 0.28 $ 0.40 $ 0.31 $ 0.20 $ 0.16 $ 0.33 $ 0.95 $ 1.01 $ 0.92
XML 111 R49.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring (Tables)
12 Months Ended
Dec. 31, 2013
Restructuring  
Restructuring reserve by type of cost
          Contract   
       Facilities termination   
    Severance costs costs Total
 Balance at January 1, 2011 $--- $--- $--- $---
 Costs charged to expense  20  4  1  25
 Costs paid or otherwise settled  (16)  (1)  (1)  (18)
 Balance at December 31, 2011 $4 $3 $--- $7
 Costs paid or otherwise settled  (4)  ---  ---  (4)
 Balance at December 31, 2012 $--- $3 $--- $3
 Costs paid or otherwise settled  ---  ---  ---  ---
 Balance at December 31, 2013 $--- $3 $--- $3
XML 112 R41.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment, Net (Tables)
12 Months Ended
Dec. 31, 2013
Property and Equipment, Net  
Property and equipment, net
   At December 31,
   2013 2012
Land $1 $1
Buildings  5  5
Leasehold improvements  96  80
Computer equipment  424  362
Office furniture and other equipment  60  65
 Total cost of property and equipment  586  513
Less accumulated depreciation  (448)  (372)
 Property and equipment, net $138 $141
XML 113 R5.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Net income $ 1,010 $ 1,149 $ 1,085
Other comprehensive income (loss):      
Foreign currency translation adjustment 93 46 (61)
Unrealized gains on investments, net of deferred income taxes of $0 million, $0 million, and $1 million for the years ended December 31, 2013, 2012, and 2011, respectively 1 0 2
Other comprehensive income (loss) 94 46 (59)
Comprehensive Income 1,104 1,195 1,026
Deferred income taxes on gross unrealized appreciation (depreciation) on investments $ 0 $ 0 $ 1
XML 114 R88.htm IDEA: XBRL DOCUMENT v2.4.0.8
Computation of Earnings (Loss) Per Basic/Diluted Common Share (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Numerator:                      
Consolidated net income (loss) $ 174 $ 56 $ 324 $ 456 $ 354 $ 226 $ 185 $ 384 $ 1,010 $ 1,149 $ 1,085
Less: Distributed earnings to unvested share-based awards that participate in earnings                 (5) (4) (3)
Less: Undistributed earnings allocated to unvested share-based awards that participate in earnings                 (18) (20) (13)
Numerator for basic earnings per common share-income (loss) available to common shareholders                 $ 987 $ 1,125 $ 1,069
Denominator:                      
Denominator for basic earnings per common share - weighted-average common shares outstanding (in shares)                 1,024 1,112 1,148
Effect of potential dilutive common shares under the treasury stock method:                      
Employee stock options (in shares)                 11 6 8
Denominator for diluted earnings per common share - weighted-average common shares outstanding plus dilutive effect of employee stock options (in shares)                 1,035 1,118 1,156
Basic earnings per common share (in dollars per share) $ 0.23 $ 0.05 $ 0.28 $ 0.40 $ 0.31 $ 0.20 $ 0.16 $ 0.34 $ 0.96 $ 1.01 $ 0.93
Diluted earnings per common share (in dollars per share) $ 0.22 $ 0.05 $ 0.28 $ 0.40 $ 0.31 $ 0.20 $ 0.16 $ 0.33 $ 0.95 $ 1.01 $ 0.92
Common stock weighted-average shares, unvested restricted stock rights (in shares)                 24 24  
Antidilutive securities excluded from computation of diluted earnings per share (in shares)                 5 25 25
XML 115 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of significant accounting policies
12 Months Ended
Dec. 31, 2013
Summary of significant accounting policies  
Summary of significant accounting policies

2. Summary of Significant Accounting Policies

Basis of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.

Certain reclassifications have been made to prior year amounts to conform to the current period presentation.

The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

Results of Adjustment

During the year ended December 31, 2013, we identified through our internal processes that, in previous years, we erroneously under-accrued for certain indirect taxes for two countries in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No. 108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2013 financial statements. As such, during the year ended December 31, 2013, we recorded an adjustment in our consolidated statements of operations which reduced “Total net revenues” by $8 million, “Interest and other investment income (expense), net” by $1 million, “Income before income tax expense” by $9 million, and “Net income” by $7 million. This adjustment reduced net revenues and income from operations before income tax expense by $8 million and $9 million, respectively, in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note 14 of the Notes to Consolidated Financial Statements. The adjustment increased “Accrued expenses and other liabilities” on our consolidated balance sheet by $9 million and represents a correction of an error. Operating cash flows were impacted by $9 million in 2013 when we settled the liability. The adjustment related to prior periods' net income as follows: (i) approximately $1 million for the quarter ended March 31, 2013; (ii) approximately $1 million for each quarter of 2012 (totaling approximately $4 million for the year ended December 31, 2012); (iii) approximately $2 million for the year ended December 31, 2011; and (iv) less than $1 million for the year ended December 31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.

During the year ended December 31, 2012, we identified through our internal processes that, in previous years, we erroneously over-recognized revenues for a country in our Europe region. We performed an evaluation under SEC Staff Accounting Bulletin No. 108 and concluded the effect of this error was immaterial to prior years' financial statements as well as the full-year 2012 financial statements. As such, during the year ended December 31, 2012, we recorded an adjustment in our consolidated statements of operations which reduced “Total net revenues” by $11 million and “Net income” by $8 million. This adjustment reduced net revenues and income from operations before income tax expense by $11 million in each of our Blizzard segment, Europe region, and online subscriptions platform, as presented in Note 14 of the Notes to Consolidated Financial Statements. The adjustment increased “Deferred revenues” on our consolidated balance sheet by $11 million and represents a correction of an error. There was no impact to operating cash flows. The adjustment related to prior periods' net income as follows: (i) approximately $1 million for the quarter ended March 31, 2012; (ii) less than $1 million for each quarter of 2011 (totaling approximately $3 million for the year ended December 31, 2011); (iii) approximately $2 million for the year ended December 31, 2010; and (iv) approximately $3 million for periods prior to the year ended December 31, 2010. Earnings per basic and diluted share were affected by less than $0.01 as a result of recording this adjustment.

Cash and Cash Equivalents

We consider all money market funds and highly liquid investments with original maturities of three months or less at the time of purchase to be “Cash and cash equivalents.”

Investment Securities

Investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and are reported as a component of “Other comprehensive income (loss).”

Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within “Short-term investments.” In addition, investments with maturities beyond one year may be classified within “Short-term investments” if they are highly liquid in nature and represent the investment of cash that is available for current operations.

The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in “Interest and other investment income (expense), net” in our consolidated statements of operations.

The Company's investments include auction rate securities (“ARS”). These ARS are variable rate bonds tied to short-term interest rates with long-term maturities. ARS have interest rates which reset through a modified Dutch auction at predetermined short-term intervals, typically every 7, 28, or 35 days. Interest on ARS is generally paid at the end of each auction process and is based upon the interest rate determined for the prior auction. Our investments in ARS are not material to our consolidated financial statements.

Restricted Cash—Compensating Balances

Restricted cash is included within “Short-term investments” on the consolidated balance sheets. The majority of our restricted cash relates to a standby letter of credit required by one of our inventory manufacturers so that we can qualify for certain payment terms on our inventory purchases. Under the terms of this arrangement, we are required to maintain with the issuing bank a compensating balance, restricted as to use, of not less than the sum of the available amount of the letter of credit plus the aggregate amount of any drawings under the letter of credit that have been honored thereunder, but have not yet been reimbursed.

Financial Instruments

The carrying amount of “Cash and cash equivalents,” “Accounts receivable,” “Accounts payable,” and “Accrued expenses” substantively approximate fair value due to the short-term nature of these accounts. Our investments in U.S. treasuries, government agency securities, and corporate bonds are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. ARS are carried at fair value, which is estimated using an income-approach model.

The Company transacts business in various foreign currencies and has significant international sales and expenses denominated in foreign currencies, subjecting us to foreign currency risk. To mitigate our foreign currency exchange rate exposure resulting from our foreign currency-denominated monetary assets, liabilities, and earnings, we periodically enter into currency derivative contracts, principally forward contracts with maturities of generally less than one year. We do not use derivatives for speculative or trading purposes and we do not designate these derivatives as hedging instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815. Accordingly, we report the fair value of these contracts within “Other current assets” or “Other current liabilities” in our consolidated balance sheets and the changes in fair value within “General and administrative expenses” and “Interest and other investment income (expense), net” in our consolidated statements of operations, depending on the nature of the contracts. The fair value of foreign currency contracts are estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period.

Other-Than-Temporary Impairments

The Company regularly reviews its investments to determine whether a decline in fair value below the cost basis is an other-than-temporary impairment. If the decline is determined to be other-than-temporary, the cost basis of the investment is written down to fair value. For available-for-sale fixed maturity instruments where credit-related impairments exist, other-than-temporary impairments are reported in the consolidated statements of operations and non-credit impairments are reported as a component of “Other comprehensive income (loss).”

Concentration of Credit Risk

Our concentration of credit risk relates to depositors holding the Company's cash and cash equivalents and customers with significant accounts receivable balances.

Our cash and cash equivalents are invested primarily in money market funds consisting of short-term, high-quality debt instruments issued by governments and governmental organizations, financial institutions and industrial companies.

Our customer base includes retailers and distributors, including mass-market retailers, consumer electronics stores, discount warehouses, and game specialty stores in the U.S. and other countries worldwide. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers. We did not have any single customer that accounted for 10% or more of net revenues for the years ended December 31, 2013 and 2011. We had one customer for the Activision and Blizzard segments, GameStop, that accounted for approximately 10% of net revenues for the year ended December 31, 2012. We had one customer, Wal-Mart, that accounted for 24% and 20% of consolidated gross receivables at December 31, 2013 and 2012, respectively.

Software Development Costs and Intellectual Property Licenses

Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products.

We account for software development costs in accordance with ASC Subtopic 985-20, the guidance for costs of computer software to be sold, leased, or otherwise marketed. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of “Cost of sales—software royalties and amortization.” Capitalized costs for products that are cancelled or are expected to be abandoned are charged to “Product development expense” in the period of cancellation. Amounts related to software development which are not capitalized are charged immediately to “Product development expense.”

Commencing upon a product's release, capitalized software development costs are amortized to “Cost of sales—software royalties and amortization” based on the ratio of current revenues to total projected revenues for the specific product, generally resulting in an amortization period of six months or less.

Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology, music or other intellectual property or proprietary rights in the development of our products. Depending upon the agreement with the rights holder, we may obtain the right to use the intellectual property in multiple products over a number of years, or alternatively, for a single product. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of “Cost of sales—intellectual property licenses.” Capitalized intellectual property costs for products that are cancelled or are expected to be abandoned are charged to “Product development expense” in the period of cancellation.

Commencing upon a product's release, capitalized intellectual property license costs are amortized to “Cost of sales—intellectual property licenses” based on the ratio of current revenues for the specific product to total projected revenues for all products in which the licensed property will be utilized. As intellectual property license contracts may extend for multiple years and can be used in multiple products to be released over a period beyond one year, the amortization of capitalized intellectual property license costs relating to such contracts may extend beyond one year.

We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future periods, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, for any sequel product, estimated performance based on the performance of the product on which the sequel is based. Further, as many of our capitalized intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property, and the rights holder's continued promotion and exploitation of the intellectual property.

Significant management judgments and estimates are utilized in assessing the recoverability of capitalized costs. In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional costs to be incurred. If revised forecasted or actual product sales are less than the originally forecasted amounts utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge. Material differences may result in the amount and timing of expenses for any period if management makes different judgments or utilizes different estimates in evaluating these qualitative factors.

Inventories

Inventories consist of materials (including manufacturing royalties paid to console manufacturers), labor, and freight-in and are stated at the lower of cost (weighted-average method) or net realizable value. Inventories are relieved on a weighted average cost method.

Long-Lived Assets

Property and Equipment. Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life (i.e., 25 to 33 years for buildings, and 2 to 5 years for computer equipment, office furniture and other equipment) of the asset. When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed and any resulting gains or losses are included in the consolidated statements of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed the length of the lease. Repair and maintenance costs are expensed as incurred.

Goodwill and Other Indefinite-Lived Assets. We account for goodwill in accordance with ASC Topic 350. Under ASC Topic 350, goodwill is considered to have an indefinite life, and is carried at cost. Acquired trade names are assessed as indefinite lived assets as there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and acquired trade names are not amortized, but are subject to an annual impairment test, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at December 31st.

Our annual goodwill impairment test is performed at the reporting unit level. We have determined our reporting units based on the guidance within ASC Subtopic 350-20, which provides that reporting units are generally operating segments or one reporting level below the operating segments. As of December 31, 2013 and 2012, our reporting units are the same as our operating segments: Activision, Blizzard, and Distribution. We test goodwill for possible impairment by first determining the fair value of the related reporting unit and comparing this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting units is determined using an income approach based on discounted cash flow models. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, we perform a second step to measure the amount of the impairment, which is equal to the amount by which the recorded goodwill exceeds the implied fair value of the goodwill after assessing the fair value of each of the assets and liabilities within the reporting unit. We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time.

We test acquired trade names for possible impairment by using a discounted cash flow model to estimate fair value. We have determined that no impairment has occurred at December 31, 2013 and 2012 based upon a set of assumptions regarding discounted future cash flows, which represent our best estimate of future performance at this time.

Changes in our assumptions underlying our estimates of fair value, which will be a function of our future financial performance and changes in economic conditions, could result in future impairment charges.

Amortizable Intangible Assets. Intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received.

Management evaluates the recoverability of our identifiable intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. We considered certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in our business strategy. If we determine that the carrying value may not be recoverable, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets to determine whether an impairment exists. If an impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We have determined that there are no events or circumstances that indicate a potential impairment exists at December 31, 2013 and 2012.

Revenue Recognition

              Revenue Arrangements with Multiple Deliverables

Certain of our revenue arrangements have multiple deliverables, which we account for in accordance with ASC Topic 605 and Accounting Standards Update (“ASU”) 2009-13. These revenue arrangements include product sales consisting of both software and hardware deliverables (such as peripherals or other ancillary collectors' items sold together with physical “boxed” software) and our sales of World of Warcraft boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes. 

Under ASC Topic 605 and ASU 2009-13, when a revenue arrangement contains multiple elements, such as hardware and software products, licenses and/or services, we allocate revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific-objective-evidence (“VSOE”) if it is available, third-party evidence (“TPE”) if VSOE is not available, or best estimated selling price (“BESP”) if neither VSOE nor TPE is available. In multiple element arrangements where more-than-incidental software deliverables are included, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is then allocated to each software deliverable using the guidance for recognizing software revenue.

As noted above, when neither VSOE nor TPE is available for a deliverable, we use BESP. We do not have significant revenue arrangements that require BESP for the years ended December 31, 2013, 2012, and 2011.  The inputs we use to determine the selling price of our significant deliverables include the actual price charged by the Company for a deliverable that the Company sells separately, which represents the VSOE, and the wholesale prices of the same or similar products, which represents TPE. The adoption of ASU 2009-13 on January 1, 2011 has not had a material impact on our financial statements. The pattern and timing of revenue recognition for deliverables and allocation of the arrangement consideration did not change upon the adoption of ASU 2009-13.

Product Sales

We recognize revenues from the sale of our products upon the transfer of title and risk of loss to our customers and once any performance obligations have been completed. Certain products are sold to customers with a “street date” (which is the earliest date these products may be sold by retailers). For these products, we recognize revenues on the later of the street date or the date the product is sold to the customer. Revenues from product sales are recognized after deducting the estimated allowance for returns and price protection.

For our software products with online functionality, we evaluate whether that feature or functionality is more than an inconsequential separate deliverable, in addition to the software product. This evaluation is performed for each software product and digital download of a title or product add-ons (including digital downloadable content), when it is released.

When we determine that a software title contains online functionality that constitutes a more-than-inconsequential separate service deliverable in addition to the product, which is principally because of the online functionality's importance to gameplay, we consider our performance obligation for this title to extend beyond the sale of the game. VSOE of fair value does not exist for the online functionality of some products, as we do not separately charge for this component of every title. As a result, we recognize all of the software-related revenues from the sale of any such title ratably over the estimated service period of the title. In addition, we initially defer the costs of sales for the title (excluding intangible asset amortization), and recognize the costs of sales as the related revenues are recognized. The costs of sales include manufacturing costs, software royalties and amortization, and intellectual property licenses.

Determining whether the online functionality for a particular game constitutes a more-than-inconsequential deliverable, as well as the estimated service periods and product life over which to recognize the revenue and related costs of sales, is subjective and requires management's judgment.

We recognize revenues from World of Warcraft boxed products, expansion packs and value-added services, in each case with the related subscription service revenues, ratably over the estimated service period beginning upon activation of the software and delivery of the related services. Revenues attributed to the sale of World of Warcraft boxed software and related expansion packs are classified as “Product sales,” whereas revenues attributable to subscriptions and other value-added services are classified as “Subscription, licensing, and other revenues.”

For games where the online functionality is a more-than-inconsequential deliverable and games for which was have a hosted service arrangement, we determine the game's estimated service period with consideration of various data points, including the weighted-average number of days between players' first and last days played online, the average total hours played and the average number of days in which player activity stabilizes. We also consider known online trends, and the service periods of our previously released games and disclosed service periods for our competitor's games that are similar in nature.

The estimated service periods for our current games range from five months to less than one year.

For our software products with features we consider to be incidental to the overall product offering and are inconsequential deliverables, such as products which provide limited online features at no additional cost to the consumer, we recognize the related revenues upon the transfer of title and risk of loss of the product to our customer.

With respect to online transactions, such as online downloads of titles or product add-ons that do not include a more-than-inconsequential separate service deliverable, revenues are recognized when the fee is paid by the online customer to purchase online content and the product is available for download or is activated for gameplay. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable.

Sales incentives and other consideration given by us to our customers, such as rebates and product placement fees, are considered adjustments of the selling price of our products and are reflected as reductions to revenues. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer's national circular ad, are reflected as sales and marketing expenses when the benefit from the sales incentive is separable from sales to the same customer and we can reasonably estimate the fair value of the benefit.

Subscription Revenues

Subscription revenues are mostly derived from World of Warcraft. World of Warcraft is a game that is playable through Blizzard's servers and is generally sold on a subscription-only basis.

For World of Warcraft, after the first month of free usage that is included with the World of Warcraft boxed software, the World of Warcraft end user may enter into a subscription agreement for additional future access. Revenues associated with the sales of subscriptions via boxed software and prepaid subscription cards, as well as prepaid subscriptions sales, are deferred until the subscription service is activated by the consumer and are then recognized ratably over the subscription period. Value-added service revenues associated with subscriptions are recognized ratably over the estimated service periods.

Licensing Revenues

Third-party licensees in Russia, China and Taiwan distribute and host Blizzard's World of Warcraft game in their respective countries under license agreements, for which they pay the Company a royalty. We recognize these royalties as revenues based on the end users' activation of the underlying prepaid time, if all other performance obligations have been completed, or based on usage by the end user, when we have continuing service obligations. We recognize any upfront licensing fees received over the term of the contracts.

With respect to license agreements that provide customers the right to make multiple copies in exchange for guaranteed amounts, revenues are generally recognized upon delivery of a master copy. Per copy royalties on sales that exceed the guarantee are recognized as earned. In addition, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable.

Other Revenues

Other revenues primarily include licensing activity of intellectual property other than software to third-parties. Revenues are recorded upon the receipt of licensee statements, or upon the receipt of cash, provided the license period has begun and all performance obligations have been completed.

Revenues are recorded net of taxes assessed by governmental authorities that are both imposed on and concurrent with the specific revenue-producing transaction between us and our customer, such as sales and value added taxes.

Allowances for Returns, Price Protection, Doubtful Accounts, and Inventory Obsolescence

We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and the anticipated timing of other releases to assess future demand of current and upcoming titles. Initial volumes shipped upon title launch and subsequent reorders are evaluated with the goal of ensuring that quantities are sufficient to meet the demand from the retail markets, but at the same time are controlled to prevent excess inventory in the channel. We benchmark units to be shipped to our customers using historical and industry data.

We may permit product returns from, or grant price protection to, our customers under certain conditions. In general, price protection refers to the circumstances in which we elect to decrease, on a short- or longer-term basis, the wholesale price of a product by a certain amount and, when granted and applicable, allow customers a credit against amounts owed by such customers to us with respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sell-through reports to us. We may also consider other factors, including the facilitation of slow-moving inventory and other market factors.

Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price protection in any accounting period based on estimates of potential future product returns and price protection related to current period product revenues. We estimate the amount of future returns and price protection for current period product revenues utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer. The following factors are used to estimate the amount of future returns and price protection for a particular title: historical performance of titles in similar genres; historical performance of the hardware platform; historical performance of the franchise; console hardware life cycle; sales force and retail customer feedback; industry pricing; future pricing assumptions; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse on-hand inventory levels; the title's recent sell-through history (if available); marketing trade programs; and performance of competing titles. The relative importance of these factors varies among titles depending upon, among other items, genre, platform, seasonality, and sales strategy.

Based upon historical experience, we believe that our estimates are reasonable. However, actual returns and price protection could vary materially from our allowance estimates due to a number of reasons including, among others, a lack of consumer acceptance of a title, the release in the same period of a similarly themed title by a competitor, or technological obsolescence due to the emergence of new hardware platforms. Material differences may result in the amount and timing of our revenues for any period if factors or market conditions change or if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection. For example, a 1% change in our December 31, 2013 allowance for sales returns, price protection and other allowances would have impacted net revenues by approximately $4 million.

Similarly, management must make estimates as to the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer creditworthiness, current economic trends, and changes in our customers' payment terms and their economic condition, as well as whether we can obtain sufficient credit insurance. Any significant changes in any of these criteria would affect management's estimates in establishing our allowance for doubtful accounts.

We regularly review inventory quantities on-hand and in the retail channels. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and net realizable value, based upon assumptions about future demand, which are inherently difficult to assess and dependent on market conditions. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.

Shipping and Handling

Shipping and handling costs, which consist primarily of packaging and transportation charges incurred to move finished goods to customers, are included in “Cost of sales—product costs.”

Advertising Expenses

We expense advertising as incurred, except for production costs associated with media advertising, which are deferred and charged to expense when the related advertisement is run for the first time. Advertising expenses for the years ended December 31, 2013, 2012, and 2011 were $401 million, $396 million, and $343 million, respectively, and are included in “Sales and marketing expense” in the consolidated statements of operations.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC Topic 740, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of “more likely than not” that they will be realized in the future, a valuation allowance is recorded.

We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in “Income tax expense.”

Foreign Currency Translation

All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date, and revenue and expenses are translated at average exchange rates during the period. The resulting translation adjustments are reflected as a component of “Accumulated other comprehensive income (loss)” in shareholders' equity.

Earnings (Loss) Per Common Share

“Basic earnings (loss) per common share” is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the periods presented. “Diluted earnings per share” is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding, increased by the weighted average number of common stock equivalents. Common stock equivalents are calculated using the treasury stock method and represent incremental shares issuable upon exercise of our outstanding options. However, potential common shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.

When we determine whether instruments granted in stock-based payment transactions are participating securities, unvested stock-based awards which include the right to receive non-forfeitable dividends or dividend equivalents are considered to participate with common stock in undistributed earnings. With participating securities, we are required to calculate basic and diluted earnings per common share amounts under the two-class method. The two-class method excludes from the earnings per common share calculation any dividends paid or owed to participating securities and any undistributed earnings considered to be attributable to participating securities.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation, and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees. Stock-based compensation expense is recognized during the requisite service period (that is, the period for which the employee is being compensated) and is based on the value of stock-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense recognized in our consolidated statements of operations for the years ended December 31, 2013, 2012, and 2011 included both compensation expense for stock- based payment awards granted by Activision, Inc. prior to, but not yet vested as of July 9, 2008, based on the revalued fair value estimated at July 9, 2008, and compensation expense for the stock-based payment awards granted by us subsequent to July 9, 2008.

We estimate the value of stock-based payment awards on the measurement date using a binomial-lattice model. Our determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

We generally determine the fair value of restricted stock rights (including restricted stock units, restricted stock awards and performance shares) based on the closing market price of the Company's common stock on the date of grant. Certain restricted stock rights granted to our employees and senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based restricted stock rights at the closing market price of the Company's common stock on the date of grant. Each quarter, we update our assessment of the probability that the specified performance criteria will be achieved. We amortize the fair values of performance-based restricted stock rights over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. We estimate the fair value of market-based restricted stock rights at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based restricted stock rights at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based restricted stock rights at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.

See Note 15 of the Notes to Consolidated Financial Statements.

XML 116 R58.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business (Details 2) (USD $)
0 Months Ended 12 Months Ended
Oct. 11, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Stock Purchase Agreement [Line Items]        
Treasury Stock, Acquired, Shares 429,000,000      
Treasury Stock, Acquired, Value   $ 5,830,000,000 $ 315,000,000 $ 692,000,000
Activision Blizzard
       
Stock Purchase Agreement [Line Items]        
Treasury Stock, Acquired, Shares 429,000,000      
Treasury Stock, Acquired, Value 5,830,000,000      
Treasury Stock, Price Per Share $ 13.60      
Public
       
Stock Purchase Agreement [Line Items]        
Percent of Activision Blizzard common stock owned by a specific shareholder   64.00%    
Vivendi
       
Stock Purchase Agreement [Line Items]        
Percent of Activision Blizzard common stock owned by a specific shareholder   12.00%    
ASAC
       
Stock Purchase Agreement [Line Items]        
Stock Purchased By ASAC, Shares 172,000,000      
Stock Purchased By ASAC, Value $ 2,340,000,000      
Stock Purchased By ASAC, Price Per Share $ 13.60      
Percent of Activision Blizzard common stock owned by a specific shareholder   24.00%    
XML 117 R82.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring (Details 2) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Restructuring Reserve Disclosures [Abstract]      
Restructuring $ 0 $ 0 $ 25
Activision
     
Restructuring Reserve Disclosures [Abstract]      
Restructuring $ 0 $ 0 $ 25
XML 118 R69.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets, Net (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Amortization expense disclosure      
Amortization expense $ 24,000,000 $ 30,000,000 $ 72,000,000
Indefinite Lived Intangible Assets      
Net carrying amount, indefinite-lived intangible assets 433,000,000 433,000,000  
Finite-Lived Intangible Assets      
Gross carrying amount, definite-lived intangible assets 407,000,000 407,000,000  
Accumulated amortization, definite-lived intangible assets (364,000,000) (339,000,000)  
Impairment of intangible assets 0 0 0
Net carrying amount, definite-lived intangible assets 43,000,000 68,000,000  
Definite-lived intangible assets, future amortization expense disclosure      
2014 15,000,000    
2015 12,000,000    
2016 7,000,000    
2017 4,000,000    
2018 3,000,000    
Thereafter 2,000,000    
Total 43,000,000 68,000,000  
Activision trademark
     
Indefinite Lived Intangible Assets      
Net carrying amount, indefinite-lived intangible assets 386,000,000 386,000,000  
License agreements and other
     
Finite-Lived Intangible Assets      
Gross carrying amount, definite-lived intangible assets 98,000,000 98,000,000  
Accumulated amortization, definite-lived intangible assets (90,000,000) (88,000,000)  
Net carrying amount, definite-lived intangible assets 8,000,000 10,000,000  
Definite-lived intangible assets, future amortization expense disclosure      
Total 8,000,000 10,000,000  
License agreements and other | Maximum
     
Finite-Lived Intangible Assets      
Estimated useful life 10 years 10 years  
License agreements and other | Minimum
     
Finite-Lived Intangible Assets      
Estimated useful life 3 years 3 years  
Internally developed franchises
     
Finite-Lived Intangible Assets      
Gross carrying amount, definite-lived intangible assets 309,000,000 309,000,000  
Accumulated amortization, definite-lived intangible assets (274,000,000) (251,000,000)  
Net carrying amount, definite-lived intangible assets 35,000,000 58,000,000  
Definite-lived intangible assets, future amortization expense disclosure      
Total 35,000,000 58,000,000  
Internally developed franchises | Maximum
     
Finite-Lived Intangible Assets      
Estimated useful life 12 years 12 years  
Internally developed franchises | Minimum
     
Finite-Lived Intangible Assets      
Estimated useful life 11 years 11 years  
Acquired trade names
     
Indefinite Lived Intangible Assets      
Net carrying amount, indefinite-lived intangible assets $ 47,000,000 $ 47,000,000  
XML 119 R27.htm IDEA: XBRL DOCUMENT v2.4.0.8
Computation of Earnings (Loss) Per Basic/Diluted Common Share
12 Months Ended
Dec. 31, 2013
Computation of Earnings (Loss) Per Basic/Diluted Common Share  
Computation of Earnings (Loss) Per Basic/Diluted Common Share

19.       Computation of Basic/Diluted Earnings Per Common Share

 

The following table sets forth the computation of basic and diluted earnings per common share (amounts in millions, except per share data):

     For the Years Ended December 31,
     2013 2012 2011
             
Numerator:         
 Consolidated net income $1,010 $1,149 $1,085
  Less: Distributed earnings to unvested stock-based awards         
   that participate in earnings  (5)  (4)  (3)
  Less: Undistributed earnings allocated to unvested stock-based         
   awards that participate in earnings  (18)  (20)  (13)
 Numerator for basic and diluted earnings per common share - income         
  available to common shareholders  987  1,125  1,069
             
Denominator:         
 Denominator for basic earnings per common share - weighted-average         
  common shares outstanding  1,024  1,112  1,148
             
 Effect of potential dilutive common shares under the treasury stock         
  method: Employee stock options  11  6  8
  Denominator for diluted earnings per common share - weighted-         
   average common shares outstanding plus dilutive effect         
   of employee stock options  1,035  1,118  1,156
             
Basic earnings per common share $ 0.96 $ 1.01 $ 0.93
             
Diluted earnings per common share $ 0.95 $ 1.01 $ 0.92

Our unvested restricted stock rights (including restricted stock units, restricted stock awards, and performance shares) met the definition of participating securities based on their respective rights to dividends or dividend equivalents. Therefore, we are required to use the two-class method in our computation of basic and diluted earnings per common share. For the years ended December 31, 2013 and 2012, we had outstanding unvested restricted stock rights with respect to 24 million shares of common stock on a weighted-average basis.

 

Potential common shares are not included in the denominator of the diluted earnings per common share calculation when the inclusion of such shares would be anti-dilutive. Therefore, options to acquire 5 million, 25 million, and 25 million shares of common stock were not included in the calculation of diluted earnings per common share for the years ended December 31, 2013, 2012, and 2011, respectively, as the effect of their inclusion would be anti-dilutive.

XML 120 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.0.8 Html 377 491 1 false 103 0 false 7 false false R1.htm 000000 - Document - Document and Entity Information Sheet http://www.activisionblizzard.com/role/DocumentAndEntityInformation Document and Entity Information true false R2.htm 000010 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.activisionblizzard.com/role/StatementCONSOLIDATEDBALANCESHEETS CONSOLIDATED BALANCE SHEETS false false R3.htm 000015 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://www.activisionblizzard.com/role/BalanceSheetParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) false false R4.htm 000020 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.activisionblizzard.com/role/StatementCONSOLIDATEDSTATEMENTSOFOPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS false false R5.htm 000025 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Sheet http://www.activisionblizzard.com/role/StatementCONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME false false R6.htm 000030 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Sheet http://www.activisionblizzard.com/role/StatementCONSOLIDATEDSTATEMENTSOFCHANGESINSHAREHOLDERSEQUITY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY false false R7.htm 000032 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) Sheet http://www.activisionblizzard.com/role/StatementCONSOLIDATEDSTATEMENTSOFCHANGESINSHAREHOLDERSEQUITYParenthetical CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) false false R8.htm 000040 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.activisionblizzard.com/role/StatementCONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS false false R9.htm 001010 - Disclosure - Description of Business Sheet http://www.activisionblizzard.com/role/DescriptionOfBusiness Description of Business false false R10.htm 001020 - Disclosure - Summary of significant accounting policies Sheet http://www.activisionblizzard.com/role/DisclosureSummaryOfSignificantAccountingPolicies Summary of significant accounting policies false false R11.htm 001030 - Disclosure - Cash and Cash Equivalents Sheet http://www.activisionblizzard.com/role/DisclosureCashAndCashEquivalents Cash and Cash Equivalents false false R12.htm 001040 - Disclosure - Investments Sheet http://www.activisionblizzard.com/role/DisclosureInvestments Investments false false R13.htm 001050 - Disclosure - Inventories Sheet http://www.activisionblizzard.com/role/DisclosureInventories Inventories false false R14.htm 001060 - Disclosure - Software Development Costs and Intellectual Property Licenses Sheet http://www.activisionblizzard.com/role/DisclosureSoftwareDevelopmentCostsAndIntellectualPropertyLicenses Software Development Costs and Intellectual Property Licenses false false R15.htm 001070 - Disclosure - Property and Equipment, Net Sheet http://www.activisionblizzard.com/role/DisclosurePropertyAndEquipmentNet Property and Equipment, Net false false R16.htm 001080 - Disclosure - Intangible Assets, Net Sheet http://www.activisionblizzard.com/role/DisclosureIntangibleAssetsNet Intangible Assets, Net false false R17.htm 001090 - Disclosure - Goodwill Sheet http://www.activisionblizzard.com/role/DisclosureGoodwill Goodwill false false R18.htm 001100 - Disclosure - Current Accrued Expenses and Other Liabilities, and Other Current Assets Sheet http://www.activisionblizzard.com/role/DisclosureCurrentAccruedExpensesAndOtherLiabilitiesAndOtherCurrentAssets Current Accrued Expenses and Other Liabilities, and Other Current Assets false false R19.htm 001110 - Disclosure - Fair Value Measurements Sheet http://www.activisionblizzard.com/role/DisclosureFairValueMeasurements Fair Value Measurements false false R20.htm 001120 - Disclosure - Debt Sheet http://www.activisionblizzard.com/role/DisclosureDebt Debt false false R21.htm 001130 - Disclosure - Accumulated Other Comprehensive Income (Loss) Sheet http://www.activisionblizzard.com/role/DisclosureAccumulatedOtherComprehensiveIncomeLoss Accumulated Other Comprehensive Income (Loss) false false R22.htm 001140 - Disclosure - Operating Segments and Geographic Region Sheet http://www.activisionblizzard.com/role/DisclosureOperatingSegmentsAndGeographicRegion Operating Segments and Geographic Region false false R23.htm 001150 - Disclosure - Stock-Based Compensation Sheet http://www.activisionblizzard.com/role/DisclosureStockBasedCompensation Stock-Based Compensation false false R24.htm 001160 - Disclosure - Restructuring Sheet http://www.activisionblizzard.com/role/DisclosureRestructuring Restructuring false false R25.htm 001170 - Disclosure - Interest and Other Investment Income (Expense), Net Sheet http://www.activisionblizzard.com/role/InterestAndOtherInvestmentIncomeExpenseNet Interest and Other Investment Income (Expense), Net false false R26.htm 001180 - Disclosure - Income Taxes Sheet http://www.activisionblizzard.com/role/DisclosureIncomeTaxes Income Taxes false false R27.htm 001190 - Disclosure - Computation of Earnings (Loss) Per Basic/Diluted Common Share Sheet http://www.activisionblizzard.com/role/DisclosureComputationOfEarningsLossPerBasicDilutedCommonShare Computation of Earnings (Loss) Per Basic/Diluted Common Share false false R28.htm 001200 - Disclosure - Capital Transactions Sheet http://www.activisionblizzard.com/role/DisclosureCapitalTransactions Capital Transactions false false R29.htm 001220 - Disclosure - Supplemental Cash Flow Information Sheet http://www.activisionblizzard.com/role/DisclosureSupplementalCashFlowInformation Supplemental Cash Flow Information false false R30.htm 001230 - Disclosure - Commitments and Contingencies Sheet http://www.activisionblizzard.com/role/DisclosureCommitmentsAndContingencies Commitments and Contingencies false false R31.htm 001240 - Disclosure - Related Party Transactions Sheet http://www.activisionblizzard.com/role/DisclosureRelatedPartyTransactions Related Party Transactions false false R32.htm 001250 - Disclosure - Recently Issued Accounting Standards Sheet http://www.activisionblizzard.com/role/DisclosureRecentlyIssuedAccountingStandards Recently Issued Accounting Standards false false R33.htm 001255 - Disclosure - Quarterly Financial and Market Information (Unaudited) Sheet http://www.activisionblizzard.com/role/QuarterlyFinancialAndMarketInformationUnaudited Quarterly Financial and Market Information (Unaudited) false false R34.htm 001260 - Disclosure - Subsequent events Sheet http://www.activisionblizzard.com/role/DisclosureSubsequentEvents Subsequent events false false R35.htm 001270 - Disclosure - SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Sheet http://www.activisionblizzard.com/role/DisclosureScheduleIIValuationAndQualifyingAccounts SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS false false R36.htm 002020 - Disclosure - Summary of significant accounting policies (Policies) Sheet http://www.activisionblizzard.com/role/DisclosureSummaryOfSignificantAccountingPoliciesPolicies Summary of significant accounting policies (Policies) false false R37.htm 003030 - Disclosure - Cash and Cash Equivalents (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureCashAndCashEquivalentsTables Cash and Cash Equivalents (Tables) false false R38.htm 003040 - Disclosure - Investments (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureInvestmentsTables Investments (Tables) false false R39.htm 003050 - Disclosure - Inventories (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureInventoriesTables Inventories (Tables) false false R40.htm 003060 - Disclosure - Software development and intellectual property licenses (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureSoftwareDevelopmentAndIntellectualPropertyLicensesTables Software development and intellectual property licenses (Tables) false false R41.htm 003070 - Disclosure - Property and Equipment, Net (Tables) Sheet http://www.activisionblizzard.com/role/DisclosurePropertyAndEquipmentNetTables Property and Equipment, Net (Tables) false false R42.htm 003080 - Disclosure - Intangible Assets, Net (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureIntangibleAssetsNetTables Intangible Assets, Net (Tables) false false R43.htm 003090 - Disclosure - Goodwill (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureGoodwillTables Goodwill (Tables) false false R44.htm 003110 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureFairValueMeasurementsTables Fair Value Measurements (Tables) false false R45.htm 003120 - Disclosure - Debt (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureDebtTables Debt (Tables) false false R46.htm 003130 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureAccumulatedOtherComprehensiveIncomeLossTables Accumulated Other Comprehensive Income (Loss) (Tables) false false R47.htm 003140 - Disclosure - Operating Segments and Geographic Region (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureOperatingSegmentsAndGeographicRegionTables Operating Segments and Geographic Region (Tables) false false R48.htm 003150 - Disclosure - Stock-Based Compensation (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureStockBasedCompensationTables Stock-Based Compensation (Tables) false false R49.htm 003160 - Disclosure - Restructuring (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureRestructuringTables Restructuring (Tables) false false R50.htm 003170 - Disclosure - Interest and other investment income (expense), net (Tables) Sheet http://www.activisionblizzard.com/role/InterestAndOtherInvestmentIncomeexpenseNetTables Interest and other investment income (expense), net (Tables) false false R51.htm 003180 - Disclosure - Income Taxes (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureIncomeTaxesTables Income Taxes (Tables) false false R52.htm 003190 - Disclosure - Computation of Earnings (Loss) Per Basic/Diluted Common Share (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureComputationofEarningsLossPerBasicDilutedCommonShareTables Computation of Earnings (Loss) Per Basic/Diluted Common Share (Tables) false false R53.htm 003220 - Disclosure - Supplemental Cash Flow Information (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureSupplementalCashFlowInformationTables Supplemental Cash Flow Information (Tables) false false R54.htm 003230 - Disclosure - Commitments and Contingencies (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureCommitmentsAndContingenciesTables Commitments and Contingencies (Tables) false false R55.htm 003240 - Disclosure - Quarterly Financial and Market Information (Unaudited) (Tables) Sheet http://www.activisionblizzard.com/role/QuarterlyFinancialAndMarketInformationUnauditedTables Quarterly Financial and Market Information (Unaudited) (Tables) false false R56.htm 003270 - Disclosure - SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Tables) Sheet http://www.activisionblizzard.com/role/DisclosureSCHEDULEIIVALUATIONANDQUALIFYINGACCOUNTSTables SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Tables) false false R57.htm 004010 - Disclosure - Description of Business (Details) Sheet http://www.activisionblizzard.com/role/DisclosureDescriptionOfBusinessDetails Description of Business (Details) false false R58.htm 004011 - Disclosure - Description of Business (Details 2) Sheet http://www.activisionblizzard.com/role/DescriptionOfBusinessDetails2 Description of Business (Details 2) false false R59.htm 004020 - Disclosure - Summary of significant accounting policies (Details) Sheet http://www.activisionblizzard.com/role/SummaryOfSignificantAccountingPoliciesDetails Summary of significant accounting policies (Details) false false R60.htm 004021 - Disclosure - Summary of significant accounting policies (Details 2) Sheet http://www.activisionblizzard.com/role/SummaryOfSignificantAccountingPoliciesDetails2 Summary of significant accounting policies (Details 2) false false R61.htm 004022 - Disclosure - Summary of significant accounting policies (Details 3) Sheet http://www.activisionblizzard.com/role/DisclosureSummaryOfSignificantAccountingPoliciesDetails3 Summary of significant accounting policies (Details 3) false false R62.htm 004023 - Disclosure - Summary of significant accounting policies (Details 4) Sheet http://www.activisionblizzard.com/role/DisclosureSummaryOfSignificantAccountingPoliciesDetails4 Summary of significant accounting policies (Details 4) false false R63.htm 004024 - Disclosure - Summary of significant accounting policies (Details 5) Sheet http://www.activisionblizzard.com/role/DisclosureSummaryOfSignificantAccountingPoliciesDetails5 Summary of significant accounting policies (Details 5) false false R64.htm 004030 - Disclosure - Cash and Cash Equivalents (Details) Sheet http://www.activisionblizzard.com/role/DisclosureCashAndCashEquivalentsDetails Cash and Cash Equivalents (Details) false false R65.htm 004040 - Disclosure - Investments (Details) Sheet http://www.activisionblizzard.com/role/DisclosureInvestmentsDetails Investments (Details) false false R66.htm 004050 - Disclosure - Inventories (Details) Sheet http://www.activisionblizzard.com/role/DisclosureInventoriesDetails Inventories (Details) false false R67.htm 004060 - Disclosure - Software Development Costs and Intellectual Property Licenses (Details) Sheet http://www.activisionblizzard.com/role/DisclosureSoftwareDevelopmentCostsAndIntellectualPropertyLicensesDetails Software Development Costs and Intellectual Property Licenses (Details) false false R68.htm 004070 - Disclosure - Property and Equipment, Net (Details) Sheet http://www.activisionblizzard.com/role/DisclosurePropertyAndEquipmentNetDetails Property and Equipment, Net (Details) false false R69.htm 004080 - Disclosure - Intangible Assets, Net (Details) Sheet http://www.activisionblizzard.com/role/DisclosureIntangibleAssetsNetDetails Intangible Assets, Net (Details) false false R70.htm 004090 - Disclosure - Goodwill (Details) Sheet http://www.activisionblizzard.com/role/DisclosureGoodwillDetails Goodwill (Details) false false R71.htm 004100 - Disclosure - Current Accrued Expenses and Other Liabilities (Details) Sheet http://www.activisionblizzard.com/role/DisclosureCurrentAccruedExpensesAndOtherLiabilitiesDetails Current Accrued Expenses and Other Liabilities (Details) false false R72.htm 004110 - Disclosure - Fair Value Measurements (Details) Sheet http://www.activisionblizzard.com/role/DisclosureFairValueMeasurementsDetails Fair Value Measurements (Details) false false R73.htm 004111 - Disclosure - Fair Value Measurements (Details 2) Sheet http://www.activisionblizzard.com/role/DisclosureFairValueMeasurementsDetails2 Fair Value Measurements (Details 2) false false R74.htm 004112 - Disclosure - Fair Value Measurements (Details 3) Sheet http://www.activisionblizzard.com/role/DisclosureFairValueMeasurementsDetails3 Fair Value Measurements (Details 3) false false R75.htm 004120 - Disclosure - Debt (Details) Sheet http://www.activisionblizzard.com/role/DisclosureDebtDetails Debt (Details) false false R76.htm 004121 - Disclosure - Debt (Details 2) Sheet http://www.activisionblizzard.com/role/DisclosureDebtDetails2 Debt (Details 2) false false R77.htm 004130 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Details) Sheet http://www.activisionblizzard.com/role/DisclosureAccumulatedOtherComprehensiveIncomeLossDetails Accumulated Other Comprehensive Income (Loss) (Details) false false R78.htm 004140 - Disclosure - Operating Segments and Geographic Region (Details) Sheet http://www.activisionblizzard.com/role/DisclosureOperatingSegmentsAndGeographicRegionDetails Operating Segments and Geographic Region (Details) false false R79.htm 004150 - Disclosure - Stock-Based Compensation (Details) Sheet http://www.activisionblizzard.com/role/DisclosureStockBasedCompensationDetails Stock-Based Compensation (Details) false false R80.htm 004151 - Disclosure - Stock-Based Compensation (Details 2) Sheet http://www.activisionblizzard.com/role/StockBasedCompensationDetails2 Stock-Based Compensation (Details 2) false false R81.htm 004160 - Disclosure - Restructuring (Details) Sheet http://www.activisionblizzard.com/role/DisclosureRestructuringDetails Restructuring (Details) false false R82.htm 004161 - Disclosure - Restructuring (Details 2) Sheet http://www.activisionblizzard.com/role/DisclosureRestructuringDetails2 Restructuring (Details 2) false false R83.htm 004170 - Disclosure - Interest and other investment income (expense), net (Details) Sheet http://www.activisionblizzard.com/role/DisclosureInterestAndOtherInvestmentIncomeexpenseNetDetails Interest and other investment income (expense), net (Details) false false R84.htm 004180 - Disclosure - Income Taxes (Details) Sheet http://www.activisionblizzard.com/role/DisclosureIncomeTaxesDetails Income Taxes (Details) false false R85.htm 004181 - Disclosure - Income Taxes (Details 2) Sheet http://www.activisionblizzard.com/role/DisclosureIncomeTaxesDetails2 Income Taxes (Details 2) false false R86.htm 004182 - Disclosure - Income Taxes (Details 3) Sheet http://www.activisionblizzard.com/role/DisclosureIncomeTaxesDetails3 Income Taxes (Details 3) false false R87.htm 004183 - Disclosure - Income Taxes (Details 4) Sheet http://www.activisionblizzard.com/role/DisclosureIncomeTaxesDetails4 Income Taxes (Details 4) false false R88.htm 004190 - Disclosure - Computation of Earnings (Loss) Per Basic/Diluted Common Share (Details) Sheet http://www.activisionblizzard.com/role/DisclosureComputationofEarningsLossPerBasicDilutedCommonShareDetails Computation of Earnings (Loss) Per Basic/Diluted Common Share (Details) false false R89.htm 004200 - Disclosure - Capital Transactions (Details) Sheet http://www.activisionblizzard.com/role/DisclosureCapitalTransactionsDetails Capital Transactions (Details) false false R90.htm 004201 - Disclosure - Capital Transactions (Details 2) Sheet http://www.activisionblizzard.com/role/DisclosureCapitalTransactionsDetails2 Capital Transactions (Details 2) false false R91.htm 004220 - Disclosure - Supplemental Cash Flow Information (Details) Sheet http://www.activisionblizzard.com/role/DisclosureSupplementalCashFlowInformationDetails Supplemental Cash Flow Information (Details) false false R92.htm 004230 - Disclosure - Commitments and Contingencies (Details) Sheet http://www.activisionblizzard.com/role/DisclosureCommitmentsAndContingenciesDetails Commitments and Contingencies (Details) false false R93.htm 004231 - Disclosure - Commitments and Contingencies (Details 2) Sheet http://www.activisionblizzard.com/role/DisclosureCommitmentsAndContingenciesDetails2 Commitments and Contingencies (Details 2) false false R94.htm 004245 - Disclosure - Recently issued accounting pronouncements (Details) Sheet http://www.activisionblizzard.com/role/RecentlyIssuedAccountingPronouncementsDetails Recently issued accounting pronouncements (Details) false false R95.htm 004250 - Disclosure - Quarterly Financial and Market Information (Unaudited) (Details) Sheet http://www.activisionblizzard.com/role/QuarterlyFinancialAndMarketInformationUnauditedDetails Quarterly Financial and Market Information (Unaudited) (Details) false false R96.htm 004260 - Disclosure - Subsequent events (Details) Sheet http://www.activisionblizzard.com/role/DisclosureSubsequentEventsDetails Subsequent events (Details) false false R97.htm 004270 - Disclosure - SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) Sheet http://www.activisionblizzard.com/role/DisclosureSCHEDULEIIVALUATIONANDQUALIFYINGACCOUNTSDetails SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) false false All Reports Book All Reports Element atvi_EffectiveIncomeTaxTateNOLPurchaseTransaction had a mix of decimals attribute values: 0 2. Element atvi_ImpairmentChargesNonRecurring had a mix of decimals attribute values: -6 0. Element atvi_IntellectualPropertyLicensesNoncurrent had a mix of decimals attribute values: -6 0. Element atvi_TaxBenefitCreditedToGoodwill had a mix of decimals attribute values: -6 0. Element us-gaap_AssetImpairmentCharges had a mix of decimals attribute values: -6 0. Element us-gaap_AssetsFairValueDisclosureNonrecurring had a mix of decimals attribute values: -6 0. Element us-gaap_AssetsFairValueDisclosureRecurring had a mix of decimals attribute values: -6 0. Element us-gaap_CommonStockSharesOutstanding had a mix of decimals attribute values: -6 0. Element us-gaap_ContractualObligationDueAfterFifthYear had a mix of decimals attribute values: -6 0. Element us-gaap_ContractualObligationDueInFifthYear had a mix of decimals attribute values: -6 0. Element us-gaap_DebtInstrumentCarryingAmount had a mix of decimals attribute values: -8 -6. Element us-gaap_EffectiveIncomeTaxRateReconciliationTaxSettlementsDomestic had a mix of decimals attribute values: 0 2. Element us-gaap_Goodwill had a mix of decimals attribute values: -6 0. Element us-gaap_GoodwillImpairmentLoss had a mix of decimals attribute values: -6 0. Element us-gaap_GoodwillTranslationAdjustments had a mix of decimals attribute values: -6 0. Element us-gaap_IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost had a mix of decimals attribute values: -6 0. Element us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity had a mix of decimals attribute values: -8 -6. Element us-gaap_OtherPaymentsToAcquireBusinesses had a mix of decimals attribute values: -6 0. Element us-gaap_PaymentsForRestructuring had a mix of decimals attribute values: -6 0. Element us-gaap_PaymentsOfFinancingCosts had a mix of decimals attribute values: -6 0. Element us-gaap_ProceedsFromMaturitiesPrepaymentsAndCallsOfAvailableForSaleSecurities had a mix of decimals attribute values: -6 0. Element us-gaap_StockholdersEquity had a mix of decimals attribute values: -6 0. Element us-gaap_TreasuryStockRetiredCostMethodAmount had a mix of decimals attribute values: -6 0. Element us-gaap_TreasuryStockSharesAcquired had a mix of decimals attribute values: -6 0. Element us-gaap_TreasuryStockValueAcquiredCostMethod had a mix of decimals attribute values: -6 0. 'Monetary' elements on report '000010 - Statement - CONSOLIDATED BALANCE SHEETS' had a mix of different decimal attribute values. 'Monetary' elements on report '000040 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS' had a mix of different decimal attribute values. 'Monetary' elements on report '004030 - Disclosure - Cash and Cash Equivalents (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '004040 - Disclosure - Investments (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '004080 - Disclosure - Intangible Assets, Net (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '004121 - Disclosure - Debt (Details 2)' had a mix of different decimal attribute values. 'Monetary' elements on report '004130 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '004140 - Disclosure - Operating Segments and Geographic Region (Details)' had a mix of different decimal attribute values. 'Shares' elements on report '004150 - Disclosure - Stock-Based Compensation (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '004170 - Disclosure - Interest and other investment income (expense), net (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '004180 - Disclosure - Income Taxes (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '004181 - Disclosure - Income Taxes (Details 2)' had a mix of different decimal attribute values. 'Monetary' elements on report '004182 - Disclosure - Income Taxes (Details 3)' had a mix of different decimal attribute values. 'Monetary' elements on report '004183 - Disclosure - Income Taxes (Details 4)' had a mix of different decimal attribute values. 'Monetary' elements on report '004231 - Disclosure - Commitments and Contingencies (Details 2)' had a mix of different decimal attribute values. Process Flow-Through: 000010 - Statement - CONSOLIDATED BALANCE SHEETS Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: Removing column 'Dec. 31, 2010' Process Flow-Through: 000015 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Process Flow-Through: 000020 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Process Flow-Through: Removing column '0 Months Ended Feb. 06, 2014' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2012' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2012' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2012' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2012' Process Flow-Through: 000025 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2012' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2012' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2012' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2012' Process Flow-Through: 000032 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) Process Flow-Through: 000040 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS atvi-20131231.xml atvi-20131231.xsd atvi-20131231_cal.xml atvi-20131231_def.xml atvi-20131231_lab.xml atvi-20131231_pre.xml true true XML 121 R74.htm IDEA: XBRL DOCUMENT v2.4.0.8
Fair Value Measurements (Details 3) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Goodwill $ 7,092,000,000 $ 7,106,000,000 $ 7,111,000,000
Notional amount of foreign currency derivatives 34,000,000 355,000,000  
Pre-tax net gain (loss) on foreign currency contracts   7,000,000 (8,000,000)
Nonrecurring
     
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment charges - nonrecurring 0 0 12,000,000
Goodwill impairment     12,000,000
Fair value | Nonrecurring
     
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Goodwill     7,111,000,000
Total non-financial assets at fair value     7,111,000,000
Fair value measurements using quoted prices in active markets for identical assets (Level 1) | Nonrecurring
     
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Goodwill     0
Total non-financial assets at fair value     0
Fair value measurements using significant other observable inputs (Level 2) | Nonrecurring
     
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Goodwill     0
Total non-financial assets at fair value     0
Fair value measurements using significant unobservable inputs (Level 3) | Nonrecurring
     
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Goodwill     7,111,000,000
Total non-financial assets at fair value     $ 7,111,000,000
XML 122 R38.htm IDEA: XBRL DOCUMENT v2.4.0.8
Investments (Tables)
12 Months Ended
Dec. 31, 2013
Investments  
Summary of short-term and long-term investments
     Amortized Gross unrealized Gross unrealized Fair
At December 31, 2013 cost gains losses Value
Short-term investments:            
 Available-for-sale investments:            
  U.S. treasuries and government agency            
   securities $21 $--- $--- $21
 Restricted cash           12
Total short-term investments          $33
Long-term investments:            
 Available-for-sale investments:            
  Auction rate securities held through Morgan            
   Stanley Smith Barney LLC $8 $1 $--- $9
                
     Amortized Gross unrealized Gross unrealized Fair
At December 31, 2012 cost gains losses Value
Short-term investments:            
 Available-for-sale investments:            
  U.S. treasuries and government agency            
   securities $387 $--- $--- $387
  Corporate bonds  11  ---  ---  11
 Restricted cash           18
Total short-term investments          $416
Long-term investments:            
 Available-for-sale investments:            
  Auction rate securities held through Morgan            
   Stanley Smith Barney LLC $8 $--- $--- $8
Available-for-sale investments, contractually stated maturities
   Amortized Fair 
 At December 31, 2013 cost Value 
 U.S. treasuries and government agency securities       
  due in 1 year or less $21 $21 
 Auction rate securities due after ten years  8  9 
   $29 $30 
XML 123 R20.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt
12 Months Ended
Dec. 31, 2013
Debt Disclosure  
Debt Disclosure

12.       Debt

 

       The proceeds from the credit facilities and the unsecured senior notes, as described below, were used to fund the Purchase Transaction disclosed in Note 1 of the Notes to Consolidated Financial Statements.

 

Credit Facilities

 

On October 11, 2013, in connection and simultaneously with the Purchase Transaction, we entered into a credit agreement (the “Credit Agreement”) for a $2.5 billion secured term loan facility (the “Term Loan”), maturing in October 2020, and a $250 million secured revolving credit facility (the “Revolver” and, together with the Term Loan, the “Credit Facilities”), maturing in October 2018. A portion of the Revolver can be used to issue letters of credit of up to $50 million, subject to the availability of the Revolver. To date, we have not drawn on the Revolver.

 

Borrowings under the Term Loan and the Revolver bear interest, payable on a quarterly basis, at an annual rate equal to an applicable margin plus, at our option, (A) a base rate determined by reference to the highest of (a) the interest rate in effect determined by the administrative agent as its “prime rate,” (b) the federal funds rate plus 0.5%, and (c) the London InterBank Offered Rate (“LIBOR”) rate for an interest period of one month plus 1.00%, or (B) LIBOR. LIBOR borrowings under the Term Loan will be subject to a LIBOR floor of 0.75%. At December 31, 2013, the Credit Facilities bore interest at 3.25%. In certain circumstances, our applicable interest rate under the Credit Facilities would increase.

 

In addition to paying interest on outstanding principal balances under the Credit Facilities, we are required to pay the lenders a commitment fee on unused commitments under the Revolver. Commitment fees are recorded within “Interest and other investment income (expense), net” on the consolidated statement of operations. We are also required to pay customary letter of credit fees and agency fees.

 

We are required to make quarterly principal repayments of 0.25% of the Term Loan's original principal amount, with the balance due on the maturity date. Amounts borrowed under the Term Loan and repaid may not be re-borrowed. On February 11, 2014, we made a voluntary repayment of $375 million on our Term Loan. This repayment satisfies the required quarterly principal repayments.

 

The Credit Facilities are guaranteed by certain of the Company's U.S. subsidiaries, whose assets represent approximately 70% of our consolidated assets. The Credit Agreement contains customary covenants that place restrictions in certain circumstances on, among other things, the incurrence of debt, granting of liens, payment of dividends, sales of assets and mergers and acquisitions. If our obligations under the Revolver exceed 15% of the total facility amount as of the end of any fiscal quarter (subject to certain exclusions for letters of credit), we are also subject to certain financial covenants. A violation of any of these covenants could result in an event of default under the Credit Agreement. Upon the occurrence of such event of default or certain other customary events of default, payment of any outstanding amounts under the Credit Agreement may be accelerated, and the lenders' commitments to extend credit under the Credit Agreement may be terminated. In addition, an event of default under the Credit Agreement could, under certain circumstances, permit the holders of other outstanding unsecured debt, including the debt holders described below, to accelerate the repayment of such obligations. The Company was in compliance with the terms of the Credit Facilities as of December 31, 2013.

 

Unsecured Senior Notes

 

On September 19, 2013, we issued, at par, $1.5 billion of 5.625% unsecured senior notes due September 2021 (the “2021 Notes”) and $750 million of 6.125% unsecured senior notes due September 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Notes”) in a private offering to qualified institutional buyers made in accordance with Rule 144A under the Securities Act of 1933, as amended.

 

The Notes are general senior obligations of the Company and rank pari passu in right of payment to all of the Company's existing and future senior indebtedness, including the Credit Facilities described above. The Notes are guaranteed on a senior basis by the Guarantors. The Notes and related guarantees are not secured and are effectively subordinated to any of the Company's existing and future indebtedness that is secured, including the Credit Facilities. The Notes contain customary covenants that place restrictions in certain circumstances on, among other things, the incurrence of debt, granting of liens, payment of dividends, sales of assets and mergers and acquisitions. The Company was in compliance with the terms of the Notes as of December 31, 2013.

 

Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2014. As of December 31, 2013, we had interest payable of $38 million related to the Notes recorded within “Accrued expenses and other liabilities” in our consolidated balance sheet.

 

We may redeem the 2021 Notes on or after September 15, 2016 and the 2023 Notes on or after September 15, 2018, in whole or in part on any one or more occasions, at specified redemption prices, plus accrued and unpaid interest. At any time prior to September 15, 2016, with respect to the 2021 Notes, and at any time prior to September 15, 2018, with respect to the 2023 Notes, we may also redeem some or all of the Notes by paying a “make-whole premium”, plus accrued and unpaid interest. Upon the occurrence of one or more qualified equity offerings, we may also redeem up to 35% of the aggregate principal amount of each of the 2021 Notes and 2023 Notes outstanding with the net cash proceeds from such offerings. The Notes are repayable, in whole or in part and at the option of the holders, upon the occurrence of a change in control and a ratings downgrade, at a purchase price equal to 101% of principal, plus accrued and unpaid interest.  These redemption options are considered clearly and closely related to the Notes and are not accounted for separately upon issuance.

 

For the year ended December 31, 2013, we recorded $52 million of fees associated with the closing of the Term Loan and the Notes as debt discount, which reduced the carrying value of the Term Loan and the Notes. The debt discount will be amortized over the respective terms of the Term Loan and the Notes. Amortization expense is recorded within “Interest and other investment income (expense), net” in our consolidated statement of operations.

 

A summary of our debt is as follows (amounts in millions):

   December 31, 2013
   Gross Carrying Unamortized Net Carrying
   Amount Discount Amount
Term Loan  $ 2,494 $ (12) $ 2,482
2021 Notes    1,500   (26)   1,474
2023 Notes    750   (13)   737
Total debt $ 4,744 $ (51) $ 4,693
Less: current portion of long-term debt   (25)   -   (25)
Total long-term debt $ 4,719 $ (51) $ 4,668

For the year ended December 31, 2013, interest expense was $57 million. Amortization of the debt discount for the Credit Facilities and Notes was $1 million and commitment fees for the Revolver were not material.

 

As of December 31, 2013, the scheduled maturities and contractual principal repayments of our debt for each of the five succeeding years are as follows (amounts in millions):

For the year ending December 31,   
 2014  $25
 2015   25
 2016   25
 2017   25
 2018   25
 Thereafter   4,619
  Total  $ 4,744

As of December 31, 2013, the carrying value of the Term Loan approximates the fair value, as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. As of December 31, 2013, the fair values of the 2021 Notes and 2023 Notes, based on Level 2 inputs, were $1,559 million and $785 million, respectively.

 

On February 11, 2014, we made a voluntary $375 million repayment on the Term Loan. The repayment reduces the outstanding principal balance by $375 million. The repayment also satisfies the required quarterly principal repayments. The scheduled maturities and contractual principal repayments of our debt, as shown in table above, are reduced by $25 million for each of the years ended December 31, 2014 through 2018 and by $250 million thereafter. Since this voluntary principal repayment was not a contractual requirement as of December 31, 2013 and the Board of Directors did not approve the repayment until January 2014, only the contractual principal repayment of $25 million for 2014 has been reflected as “Current portion of long-term debt” in our consolidated balance sheet as of December 31, 2013.

 

Deferred Financing Costs

 

Costs incurred to obtain our long-term debt are amortized over the terms of the respective debt agreements using a straight-line basis for costs related to the Revolver and the interest earned method for costs related to the Term Loan and Notes. For the year ended December 31, 2013, we recorded $7 million of deferred financing costs within “Other assets – non-current” in our consolidated balance sheet. For the year ended December 31, 2013, amortization expense related to the deferred financing costs was not material and is recorded within “Interest and other investment income (expense), net” in our consolidated statement of operations.

(C_1 MR\'94>N+FRGQ?YG$[[\&Q6<7>!?_O8ET\;=V:&6^\?8^ MN"78;2>GKCJFMMXF),=($9MBE=N'UXC-[LQH9W`=<VC?]0&9K%- MW-,;)>J9)--:LE>416H8`B@0E0J8D`@GE\J MJEE)PPC`T)_,Q1G_%AP;OWY5P=Y&A#*Q>46.2?ME#,WL\CC?\.$?H`9='#XG?[R MK1Z#P\_T9YO;=5\QG5'JO7>RXBKTM*YJG`_1.&*2\)'7KBYC, M*0WO:]_\VITI&,K<\SJY?P396Q`-(_)OXB5=W!AA?P`XY$1&F2O@]E8GY%!? MSXEV9H<6J_JDR1U363V3"'2@FYM;S`\`AYQ(!7,%;&#W$W&HKTVO1)%[<= M#]U.A1R:NN!X>-S?C/_.+,>!A`>X+7&>/071)"3E7\^OO(QTE804?PPXYW8B MY-!((D2)6WV]DK(S6T69%)%4B"XB/?Z'@&-NIU8.C;29DN84AD.\=,=-0:TV MF^4\"-?X6Z`702S%9>:VOO*@H.@FJR.&UFY3"WJOXJD7L!XW9OP::$;@L/#X M*:$Y:UA0Z(ZN+&R^#DP]LXDW(1>>_R<9K7:-[V3Z2A+!]LP?#,@0;+E\OK-W M5"EP&([8+2BLQ9.%'T^K-U\&$Q+Y6\D`*=65G8:B/49P6L"7!5N)%6%B.*G> MO3H?F[RY_^Q]@`,TR(LW[A^I9RVIF9*C@5Z,;M\:-[<54@T=AFMQ%O309N): M65\E1@(F!.EI/L4H>*KZ2_FO\7A*(@F#R0)XA$G[RH>"%1B M=#3K+&1HI@RN>EB.7Q(G)L-IYL>XZ[7,4*`402`MS5)5_5E#V2X];D4V)E>= MAE:VX@V3.0BH0[#:*#"2H3LBA+:RVU;T#5D+=ZF(ECT0$"$(9Q68SXYMA2@Q MI*V=>UC78K+Q.?%`"90!,LA"#9?]F5785&*HY1* M)WV.2^*+%Y&@?TF+:G#NK*`A".)U69EQ\O"M\)MU8NR_!A]1UA2GN-9?@P=* MYBOB%'8IQDC8SBW6PBPINPFB('TCHV]Q/$KO238(MI_Q+*0T'016+?= ML:X4_=3B;=@E951?Y**.\*EMNM%3I34XLA\9(RN(-1:)CJ M.KPU$!`A"XKYO)=0819(LX4X=IW\IWB<_:1LO2+O)(QGD$:`>W/I(!K=1AD) M0^)GN1<^)/&,)-G\+O!)E+8("!C95ETR9&W2[$=`#TP>Q3<0)J!)$Z[DK!3? M&0)GJA.A,4XG6C,+V?$%1I4R>[1/V19Y83@O:2&CBKA"/?CG,_RQ0"N"OR`-@3I3S,RCJ_&?H=MJK+!U/Z8O(>V9T3>%%UUX"E7\(PDR M,AR/"ZJF,R](BIU7!I_"-(``01*U$[$P[$.=.\B<&2M:8O3M[-H2I2GT.O&2 M^X*!+P$?L%B+NOC$^X4Y%B$+@>V8C,G437LI%03'X_$:O=W:3N,G@3-8$D7J M`NW,B'B\,KL!V3T[J7"7)9<%?^Y)9KE8ZLE_(Z,\I/*OZ'L(O2BK$\F[F:4Z MS?M.9OIHF<11H9/;C$Q%1YKB"0`A@JU24S#L-MX;DA*#S9C<9;?11U]13N%:$"\H-"&^E_ MAZ10RVA4]VJ8>$05[88^`]Q"M`](BY=M188YH^';G2_L+2*3XD'D3V%Q%@N_ MF`2*ZQ5Y0P$5@CA(60P:^\L*K=MEC3O2=8OW7.LKF@!+_:=`-8*#<&4VLW6Y M`1V&5F+H==?BY:`A)8_**YK<$2\EZ2,E[?IC!LD5\4+-'0NX$)R(*PN"K=TR M<#'T(G,JH8/11;F8/]-O<_K%*,P`&!$Y+(JBT7!;MJ";:V'N@*@M>B%L@=(O MZ\:"35)V;U0Z#8!6]CB\=LO=P" MY_9MXYTIKL7$^D4>%&V`I)1W_<>4<@P-^=5YS5;@1H!NWR3>E1+KM>XWM/I" M=/,6AR,X?%_^X78Z2^)W(M_#2W8:0.M"KGM+/IR56PTZAE>ZS%9Z/M*TNQ_!-)_*/;Y9_RW0C6@1W>8H6WN:<+B=P=/6 M/(N1V_<@DM>\^F^!;D11VC9'.9K7@`/9;;R5+P$]-C-R%[R347'78T3&J[_9 MW+$OYM^]_\3)9>BE*<]7,_H-V"=,WN-3HN9.4&?28D;`A6!M[4)6V[;1GD_U M+$;_=.'@_*O5#L5<,J\__#`ONF#'\>AG$(;2;1'UI@5N(#A,;"]/]A[1DC5N MG^+@4S>]5UJ8#UL%J=!1C]E.D#"Y!B:[%IUP_RF3"L)\6A*+X;[ MI^TY+@YA^!RP551@3^XVGYU@$_@C)>,\O`O&HG,EF2DH2@Q/3ZC)A'.@*@\9 M66N<':BSS<5[!5:_@O&=)*^QFUZ*R?R& M<)TH/,)++TGF]"_I9IF+\NWJ\U%,&`JNU"3`3*5KXR]U^?0SZ;+-(J^&544] MK2V>`E`Z%3SRR\04()<*?89&H5VKXK'Z#J(TN1+UP(JS`78L@:AA>6H?!3%X MA*'"U[:NV&Q-*J!V1>N]-Y6[?:4Q(^4!AD.D=A+4M@P.1QRPCMUIB,TKVD7[ M?,F\2*J0*G@?JKL<*`8 M@6?4GN?L\%F2!;VNZ-R=^EM,^S\GWH@`-7)[P>;/@7H$R?OV_&=O`0S(R$IE M7(NJ;?8M,!8E*MO1#[Z7FSC%K;(.*LP%V!+:A M+S4M"^!P`D/$;%TC+)X/%UO^U$O^5'"*:C\'ZA&<`;?CO<`AVH;K=BAL7=TM MID\;GM&3TGOF.$@F(DJ%ZDF#;0`BW&Y'Q;8M0>_Y6[,M^RH);Y"LU,"/.P?@ M1)0ZU9,2VT)4>.!V(TOKUF+Q>'KQHL7`_V\>)$#P0^CYY#MU#$@V&/TG3S/I MG41A)L",*/FJ)S'.@8,R)]QNE&G=?FR^`!6D61*\YJ"VC\'D3?(\CC4,T+@1 M1G-DP;8,`6RWVVA:-P.+T795L":E_.L_!LJ=CK3Y_58:P>I7J.X/'@Z_V+QV MH-6X$X%Z=R$#MM)OHJ_'!YBKE*5;DIK_5;><'Q5+C67;UXRH2ZJ M'%RI.0`G`CUO(2*V.JLPP.T4ZB[5Y<1BV+M.XZ:R*`'<'`S($`6W*M*0M0`& M9+=5W^+^8/(>FE.^'-4;1&<,&F+;MI@N&(2AHL*>>9S@[(=RDQUQA&6=L]G/G=>$9)OH>_*1/?\DX3OY'D?9 M6XLB+XG)@3.(/#X#0M:R3GE.N>TH(K9/G-6'#43_FWC)\\_8J%F6($H(VA`K$8-L<:BO;_:D2FB M;`S+THB;.!>^NJDU*3061I1F,2!4DX98XU!ORW`LVZ'-TGRC*HJ7/19X& M$4G3)S(I.OQ(E.AQQ[X<'MCL;U"2(E4IO/9;H!N1TV9O$QN7T^95S*)LN3!LO=1=S&:_.W ME!8,[:WE.,:H#&)@VFMC%B?5O_)="!*%O#YQ9#VQH1N7WP M9US73/8MK-]O$^O;]J^!'D3Y"#[7&#K'1(6LV]HR@EG&-#+-^-FC*,I#BWGN M5_#%XCG7LMZ];/]QE2?4@7H@21#+@FD:"J@0>89LOHNUE@//[=#$F/IJ)9X% M;NYMFN9>Y-/=[#*.P*>GDJ;_E0:CPL=GOH*J-@E0CRC]S.8O(WA1!>IVY9XQ MA47@$:S>[+P3OU/=/`B0(/0+MGDM7F,;@=E[HA29NEHL"ZTH>L@3_\U+R<#W MX>5">)UDV1I,5GNY(`C"GA,O2L.%9BDOK\V# M`1GZ0.Q`*A#C`FQ1K-2C!?4+@GRJ).%`+?JE]8M4YK2$HI_,FA5)A:?,2[*> M*.*!Q6(T=44\0)\#..`6GFU`*17QJZXB7D>]V=011/K%P^^2U!>_!;K1Q_4' M4G%]'4^IE>>?>X<^0!#,+[(M9$0#U'R:A^#$MTA'<>:!DVOT0?V!5%`OB[5R M`KZX&D\9/^*W&%=U6FZ/**KBJOJ@'%Q1JUPBW3WX*B-HL^>8FC1G=% MKV235M%XP(?`B^]2=FP[EN6.V^46.]$AB^Y92=]C//?"&G5RJ#9'42R8FFC( M\EZHXPR<>\T6<==F4XN2OL6;0D$TN8S33$V]&X<"*D0I1%DI"'6\"%PXU7EP=9W6<1N]_+:B=[;O(D.41J32`$X_F!`ABC; M+RL)ML9+P;55_]33S(Y%TU@^T5+S526MGC<44"$PBRXEQC8A"<:X'0=TIS1? M+29PFDC30$-1G"-*W4@P7$V32WQF4S9VCR1NO"#YW0MS\IUX\.?B$,5RKZDE M31?SY7_^%I"$:L#;_(Z\DU#B%$QNDI?#PQ.;3>&:N+]-KMP[MBIS`6Y$T8J2 ML-@VJ\,"#)?3;:J!S5/NZS0+IC2X'(Z7!"[_8[5$2?4=49D*4"-*3>E(C!.V MJS/"[0C>ZAIJ\PF*BJS;:)9G:;%*'DC9"F:5O"T6IM1'1$IR,/-4M8Q^WV:8;5/<'F6R@-NXWB1^GD#O$_J#^SA* MJC]>>&G`?7S9^'>H+GW!:$-LT4J8C"&FH(K`'5(HF\\UWT;O9'&-]9E^2B(= MMST`$&!TL`Q)AFT_3%9@Z%MG1K`V._JO$W3I9602)^5K$U*ND'@"0(@H>\H4 M@:P.; MNU%GHX\6_'BJA$$=NBU!7<2BQ5AM$J`>D<\KS6Z&8JOB=CNIN"/MMG@>^^-I M);W+.)G%BQ:<$`P-)B3R:23T!`%/&1-)0-:8$7B`Z'166FAL!T:?"6Z?S.[( M8"S&FI4T":QUBJ;!'0NXT$:8'$&PC4`&KMN])7>D[A;#U$'N`RV/E#)%9>>, M!$RN!:S\(F@Q6/T'?ND^\AI_%E6W><*T\&:O/_PW+YH0:$X.AR-R9ZF\L107 MINOMTH+@G`=)P'6[R:6+IT/'&$K36N"XDWPXQ^BW@&^(]B+3^M#MF>XF%^O! MRUX3E7EX<&ZS[\7BN?;M,H$E]2*'3S@!($24"^M">AP7498];I]O.&U^%A-Q M-F/-EU7CJ]AF6DY$LAD+CW5Q%1I08,BU! M"7N580^&>C07C>C$HC=;$W#MSL9-0OZ;D\B?JUD0:P;`V#._MBX[*?,1\*:^ M=?5=%VPV#6VZH;2D3_O.V<8,@!%C^D0H%0E-%J)&M0MT+64,*W?]KMURS5*[ M6,B9`E!B7+N%LHUE&P,& M;T=;!A;]\._>1S#-IW*7J>J_!;H1^=;;'&5K3Q..GC@8ICL8'-H\X=-*4O^( MXM>4).^0%RCZ5=!_CB.?CEJH98=G#I*?!JYB].39"F#X'$&-3SVQS+[I\)'> M(\"L&Y-;M"[_ICW1O#SRCKX._,(8L'2G&MMKQFY9W(2I0TX5UZH0_/0,,-)>DG MP;O\-'`5@?^`0+&D8Y$N^-^K6*0_MG'T!<-%GEKZ^H\@>]O"DJZ#64=>\(5= M8'<@R]].B0!.X[WZTX52J9W7=,;Q7I5;]VG=P5!VV84"+AZZBJ=4V=Y(E`;O M9/&F)_S*YE+$HPL"?T2G63M0/4NKDX00>E4!WJ,%ZP!9R9^F3C[DB?_FI21] M\D*2WJ9I[D4^=`C*LG!1/["[14I,"_`=T5'I#E1L)PN3-./=[A#5W\7H"X8\ M47L]+*;9W7I33`/<0Y`/VJ&B[&1)J?-6/]:VOZ9R^!7#4M3*7UZJ/Y(\ MK@(]8*<(EJI=ZUO7$92Z!'IR)-[G=8DI-R M^L;LD`+@&X(:D=UJ"H]+:4V>N(!=4Z]>#OK7MD MJ[?NDJA=/!AS?(3L&#K=)E>[!3AS+L"-P%"UA*5V0B-B`8;&P%;5P&*UV'6: M!5/JXP_'2P*7_[%:HZ0F+A[4C1HPQ(PW-6NR?5(VQ*.5AJ!("_71AYJ MEK".NR<]$6Q8`H:;QS6Y'FI;PN%*(Q"<&K61AYHEK./NR847=][9/#[$<('% MO:>_CX\P!C6&]$'"@@URL;[[[351F8='IQ8M^%L,B'P7.>CP*#$`X%*C.&800DPRO5DV+*/UJR93NL, M8$K\7R;Q^Z]!]$[2;,&UQ7]O\FOQMR]7)`G>J=*_TT445-\+!],XCU@/GPE& M`0:,&3^#\MDV+#F>]"0;Z*)56:Q.6"G%;91F25X^.9U=D3281%Y&1H/T-S*: M4+IK/ZCZ@=\3T0.$K><'_F"L8C`H>[9#:8I[^KT(][;=4KX(LB0KGTKBZ8;F M013)UQYG4,ZD,BB-+"E-Z_3SFM:NCPZ.,!1D[*9LL6>9E+H$)9+],NQ!5=KG MDA%A.,&^F-?.=V\2\M^<1/Y[<*[)8X;K*]5S,[[V,4BVQ^34/`B0]RW+7)223+VM@1[M'WS$* M^<1B)%P[3?"F1&I_:QH"*!!%N5Q6R^C=%C(,KHE!69D\.W\D7AC\149X,J9K+/VP^ZC<@JV>9O@19$NRB'70PU8P#J2>71 MJKHJ';RF18M&64^Q82AD\S&DQ%JX2*I<,/`IX!JBE5A"P!*QF3F^N+VD.ZR3 M&"XJNA/V'GU%M,UUH`K=VGR=B4W.OMWF+U?D-2M[O=AJ]5*0L"1($@`9T"!1(DFT M^7.@'E5BA<5?MHXQ(&$XMFPO'+U;".:IEPK5MP<``D2K&(/! MC\<$/&*QULD,!4H155,P6Q%_.;^ MK)\#18@<-`[3&%LG&Y/;88)!C3/NFBFH7-/O*4VGB)PU#MMX[EHS*+=C`5-^ MF\U;`NL4W4G>5V6,`BR(EDC>9EABQT:WV$?RWSR@-OQ`$A^D M/B$/WKRH-Q^.[^)H`F^9PL?I'Q<+";_^3G$R0(-6_S9YSE@M=4&[O7\;5VJ+ MUU76J7HH7M$._%**#TD0^<',$S41E)N$(L7D&_#E(;OH"L#VR6=HK^BG)I\/ M7__,8#8+`Q]VS>]>,N&_$,Y"9C799"V*<\I`'=-%FVO_Z9*S+V M\I#^!>4;23.(+E8;IKRBH6I:N/V8D2HM+!=/YA-MS6C0,T#B1=.&_ M;B"`5ZKOU[WZ%JQ$F=#G:!0*$_ M3_,P0(/6G:VQ6U;?MI#ATSHC,K/HD<+V557)2-T(W!X`"-!ZEUN,9NL>$UF? MCC",Z*O%0XS[."/I@S>'W>LYOO"B/_DEP\)Q@`>M<[G%=K;VB@#VJ23(B!); M/*-X).]Q^!Y$D_5"<2E%YHX%7&A/([;8SU9F&9!]JB,RHM`6@Z4?40J=E\@( MZ)-2XX81<*$5;;BTQ6JV\K*AN?V0GRDA?S59CKGVB8%,*]'MWP--B,(F-M<8 MN24.)K==5V,:9[+(M[A=YI*4/WGA9< M'T2CI00*OU^LA?R10">B%5#`3H922D$T6ZB%IH/D82]:2)[:;(QEZ-#B%-M1 M%9/1LEG8.C!\"5AM07T]0'.ZU/ID]^LAVL"ISFU9C=M$UL,KQ:<'%H^=JCNR M1;P@MV0W#0$4:+V&35YS\OYL:&Z'3\;$?')N4UEKQS(*9U-`-2+EY#!6[D2J MQ+/7R))Q%L],GU:QKX#XVB^!9D0A/X>M;'WNZ"O/W0!.B0(3#-ID4TSHHMT]^#"J=R:XT#?P^4E2Z(Z`)T?$CAVWR2E>! M`%D?2IW]+XCB9P[C90/H1GPM4I]0H-P7#3[] M@J;@\T?D+2Z;T04G2'UE-6X8#_C0ASV%"&1UF0U2XQ;J^4*A(S*!Y@7]46F; M%:0UDA2H!ZK1QT,%8^4R1R4>MZ^*&M1(BR?&2(2_"4IX,T*`/OPJ&,\(O7<1N MW_(TJ,L68[,Z2?=QY"NONZM!-517:STZZ)Z3KU)@1.(PF-)P9FTF!H7W#Y# MWX'-(`FEI01[$^?"M@TZ!V M=^T=6`Z:6X(F2]`P/;#X([UX.2K5;]DF[IO29R*+98Q#O"@6J]EN*^FWW6<;I^X=:[9 M%E?O@>_GTSR$HL/ZTRQ-1`MP*LP$F%&MZC(28FN_.G*-,S54!:*=6X35:U"- MU.EA@IM%B'+\V"Q`J/706/81]C[@A=J+.$GBG]!EV)O1?\GF MHO2VPE2`&H$#(2D<3BI;';.^*_U.DM?8%9TVN7@.WKV`DE!P]R9.[DA&C5O0 M]$8\D%)YBF`!E60F8P6506BK`&R7^H;GF1K>(^!*O@AO(D",X"1=4C"R!R$2 MB&VEC7>JRQ:/OA^2V"=DE-Y0.=^F:0Y1PG"\UOA#H,02,P!&!`?:DJ)@:Z\\ M5%N9X9VJK<7\[L.R=&!)HTS*BS4,T"#([DHRG:.@?'R?(;BR^9!-Q7[JF-67 MBF'V1I+;Z)WN='#J7S2SYMQVUIP-L+L18O$?N]&#;:_YR4Z5&TD9]HT7)+][ M8:Y2`;<<`[VSW8C#^`_;\,#9JN;9I3(:?#T;;N0&K&\$7YSD(0TS0Z)3BGF*;?!^GS`[6 MV3_,T\R+1O3SQ8,=NE%%^21C`B9KM[!:*)<8SI`Y$;TU?S>?4O<;G=# M,7W(=6@Q;U8_:Q^.BYZB90>[AX1,@WPJ*E@0C0=\"!9J.2EPRA,D<;I=&&]< MLY$\&UT="UW&TVF0`94WA$A5Q$O.`E@1K.=R$E$[2F.CW9?'KW'69'_UU59< M[LY>>!F_$_J?V7,23";\E]3$HX%>!,DU.:ZR"A=D4=KRCY'JJ=57I5?WRQ2: MLK*&`1H$Z34YGK-770$\#6<969VC804V6=;`N@,RR^\$,Z6%I>( MAQ$KS=9R5HKO"$$B3DX*C(6Y-?I]\\$U5A^93.II"H?=(:KEK(#/B?CPB)W' M:XV^4GAG[W885GB3R3Y=X7":/+6>%S`Z$2X>L;-_!O!7:N]H6S3C:F\R@M04 M#Z=/4]MI`:$3,><1.^9L#[_2^?VEZP6O3?:VUY4.NVU,VVD!H1,1ZA&[Y7U[ M^)7..WLIV[#.(PA@TZ?@@V[%<3YY*T>QKI88_@ITP',BP#TR'N"RN5$9B*.= MR-:9J/_B:(8I-M/$G2@T!9KE=:NJTFI<<,(P(`VJ;S%:K;RLJ&YW:_0E)#UWLI@ MI`_6/C'@4L7\/="$R`UE8?)0[&G!]4$T6DJ@\/O%6L@?"72B/=K:8B=#*:4@NMY>U5"B MTJ*ON+S6>#%?_N=O`4FHFKS-[\@["24R8W*3`%*T'F5=%FQG4@EH?>W]'.+5 M.WXUC/0[\5*ZVBQNF&^1*[6!*,T%N!'YJTK"DM!T!19@R*]:50.+F=@E6;?1 M+,_20M"'4DXZ9R2XG8@<8QUY2&@X$[?;X9HQ[\3H320":?%@=!M=QE%$B@/N MY[CHKU#=&^9L2"I3`.5HG>@Z;QG^LQK,>B[+36$=FRQ+KS[[3$=REWK&KX$> M!)E[#18*M&D+8KL]NT/VFRS:KE^P%@?GV[\&>A!$+GQN,23/1&-K=^M09TSN M5.M]U:LV:S+:PQX'-"+8D_@<9.J1$)?99.,_?ZVSYHX25?W#YM^O\8Q\9"0: MK5JL;''-*QJ+I73L:QC\]9>7C'[QX^F"#C"4,`;?LO:`1-&7[#*>TL^^D2@- MWJG'2$>0NSA-KTCF!6'Z=_M/A?"HO"?9D:-:QA%6 MF0I0(W`5S,B.'2UIL`1#.L">4ISA>$&(1^J=9.VYZG2`'E%&3$-PK>U@DQ=N MG\/9UR>;+^#R:+P@XS@AC\0/O30-QH%?*/AR>14PHL7,P!,$KF1+D;+MK#UK M]B;74CY6.[NLRQ;:`TM`*!^G?2!)$(\D;=#DIX!K[FU\FT)G&V4'O'*["`^! ME5JL'5",-A:.YH;[-!/ZLT*ZWS*O"3;&Y7%@US;1H7A`:V6 MHC-I5+77MC2JU!9&=1W9;IIF,0UBT92*!Z?@N/7ZO_FB]>@LCJ!F0*+FB3N6 MXOKJGIG41<(V$1G@&#)[G0K78AI[@R2I0J7&,8`#46):AN=LK>0AQ*"-1J6& MPZ5_3KPH#1>J,OI/GA9-FZ4JRN0F`:2(''B>-*0<"C%4M^O)C*JXQ71N3634 MS_L1)<0+@[_(:/'R%`CM&R42-DQ599>:#M`C2MSR)"2E]BJ@^U0@,*2^O0 M5:@A7`M2I%:@M=\"W8AL3X;''$>]`1D&5ZB5=$Q>1AXL[5A,30IT8<;I^MMM$FH]W3 MJ3>1)<%KGDFM4=N_!GHPA?@-O&)H%1.+V^>!RQU]Y0EZ,C.`*Q;3`:5$ MZU2I6,WV.,"#*.@7\5WH?3$18O#$KO,DGA&I*+;^4XK`<(N.@,:)_YN&2J-X M*M.A8^OGE"),#3H:F,58YMA8W/;']#5+KT*<=6[C)'L;3$E"*9+L@KDY`!!@2E`(.,W>'IG0W%[WS(C8 M<,LUV&(*1T;B=MKVKX$>1)D.)L.X.VP#(+<5K9.UT6)!K[[#@*FWBHB[G//K M;5#[S7N+A3;+[M+`>_!\*&V6._;;_#TL.XAB%!&?.6=[#&1N9V8>DAC>TQ@F M3R1Y#WPBD91I&@*Y4HOYF)(D.&LLB4JEK(XY#O`@RL=P6,Y66!$X#*F8+@1W M8+)%QF`R28KW?1]"+QO'B42BAC$$*,.G4DP.LH[1N."0]`@+G78*!##42(;/EO.]"K_3>>6/I M%5R@D*>JX>=`$8(#!@FFL72)B;!-Y& ML/H4BGJM12]EZ4FN[M(+0#6,H!C.$7L9'+:SM9D-LQ>'VSM0 MZW.CUPD*/GOA<'Q/LFJE&42C1U+J'Y=>"E(=SHC45J0>?T!_REL(24U"2!%<`BL(1RVPZ2$O!Z8 M2MK#^<(>HB+G;[OIV`XMPFI0"X\Z^5F>P)L85*P3B0!W>PB@<"_8/1<$NTR< MI6Z?[G5;R&*;1;%3(.VO@J;A^):J8C0)7D,R2%,B/&CB#WXY//_B7CA\SJ^< ME4%<:O[97O,%S#[_8OI%..J1%F?;Y3:;EN[I<_S\1A[RQ'^C^W'1Q!$BW9"+AOF#`9ES47`A M#,ZQ@0SBZFCLRSX=)."UQ>!W=>X#3X%DEFF^."K?ZEG\[MG[(.GW M((J3()M3]YA0/<[H%K\^RZ(CY7>2O<6U?I(B9NV0$N"YOE)O&KY596DH!>4*?!M](Q&5>TA%.AA-@PB: M=='?O@MV-(-?@&(WY](#A:@8P8]1ME2VLS]>%PCDP&(C_P>X\9]D\X?0BV!Q MA.5P!D3?$U&U+F\HH'(O+7#`[>XO@;=2>8TS]$]6*G5N]%[P`TE\4*T)&8X7 MMQJ#4=GV6U#.)SL<*'8OIN=<'9;'7"FUJT?>6$JV+8;^*P%3R@KED.@LT3P( MD&`*];5EP5[HN<`Q]&DP*\YCB^['-E%2#2=8PP`-(K>#RW(5_5M#AU,#6\O- M8NY_ZQ*>5',EQBC`@LA3$+"1'X2P M^0%Q4EK,'PS($.WV`@&PE5D*I>/7`;#XN18S_5V^)80JFZXM&;:)R.#?7\&M M<1/#F[$&7W!`E6W!Q^]:"*C8,O?O1P=G5CT]`LZI-SZVB^!9D0^_"8OV?J] MC0%#ZD-;!A;]XN_>1S#-^9W"&G\+="/R>['ORL`K%!$(SCPO_>F1.[I@`X^"5Q$E%)NDC`G[NJ.(1C<@1ZI MF$7']GHZ"^,Y640)<@^P;(\`#(@!*>7HF%`(2*/OT,A;!N1)&^0M3_O1`?.;&8`25*DQ"*?%**5.\AD MC`(L"/*`DBSG)/NX\/:+.Y+%W6*HO;;U#XOV^NJ>5'TA`K^V@\9,X;;53/)]K]QW@ M%X)]SJCP.4D%PVQ#D4EP3^6.]!X)WI'7P"+^3O8F2^L/`(G>N9_4[#HB":T`@GB$<'7?&JX5/`-41Y=6-JT(%=LKG7 M\]`3AVU;3,VOO#0^@-=-`->OR?*+VJ/*CEPES@!U]%KB) M*`MM3#TZL'\Y3FH\K["W?U4!NY@Y6VP;X"V2T:U"A&WJ6\"WON7.SKK)G7'8 MI_'"Q-Z\5:6JE3QC%%MI4[3H,WH;03?%XH"EZ"_\_.9%BZJ"=-60"]*LBX@P M2-+L)LZ3?Q,O28?CPC&\HIO#_R;S:M_@E7BA(Q:DT;?4W%EC:@XU_S5>]]BO M.JIJ8;+,=W>*-(R>23(M>[\.QPO%@9'#,;I%1XY6D$7?`1E MO^2H:H6+>4RAVMW'15=V,GJ,PY#N;?BK\IE#$CQC4F`8>':HH3R M'%.?(BL*9V/M8@E"HV!FOWSA6;YC?HYD5Z]]3YB79?O&RJ$^G+M81.KQXG?:ATK"-LN%8O$Y;E2DN%J_KR%F_ M:Z='?%][N<0,1J,`_L,+5VTC9+N,6*(*9-&'Y6=3N6PL*3*,KKRC+_M4>@]L MYXOU"\T[.`/Z@T!_-S(:O)/$FY!E/=Z-%R2_>V'>V1T-TW2"O#[%D:*,UMH_ M6Y25U_[PL5:,EIK_V135EZ?]+)]7U?,/A^%`E:\ MRZ4*D512O6@98$1?+9ZDJ@CKDW8EZ.M"V>]#5[S+I#R)(*5/<50KHZM6CSUD M1;4_SNW?0NEDHYA/MU#VH@&-$5U%OU"VZW#C_-%Q7Y=)B_[DLIW2XDGL9B8L M=;3`FS['F1?6_QU>)[B/LW^3[)'X\20*_B*B8J/.O@O\W'M^I5:Q%[2N^?]) M&_7T=87"\-2E:4U=Y+IOXJ3\*_B=J)O^;HD!SN\/DDO]L["6\83R27L"]76! MLWA:+*6^S]['!8G(.*#JZ86@G#?41J\_2.('*3Q0LWIO3518:?Q[P+_]Z6VI M12V7*0V^?])607U=B7IY"KM>7U!LOO:S9#RBJ"1ZT:3(B#[:KTAI%,Z^PU&? M%CZ;5S6N2N6I8[X+O-<@I)@N\P3,=!"-:`SA+_X@X*+R?(!_GX8OM8"]W.CR MU?';$"C4TV*26H9>`Y`!):+4L:Z4VIE/R02W7RE$83`6D,O38-Q0$SA M;Y@/\"/*7.K*3]>4V!SYI)=,[G9ZZ=?%^CR;OKOLO5)$FZ,Q1>D@ME5@9[7- M.KK/]EC;OWQU\0)9B6V89VGF1:,@FNR@_POWH\#)/AP.*&A-=TL*E\5NN^R] M4OF#0Q>S^#MMT\UH`WUPU(>LNXQZ=+=*-/+TDP8>*%>'(YMU\7"`O'A;[RI/ M*&D++2F`I/73Y>K,6<@EY0F!`WU(=LN(F6/ENGS[M`VG<=JRP\F&VDW6'6WW M#5\$'O8AL2"C*-WM^6S&?MH&SSB7"Q<;>2TWHEF0%&-VM5PT?!%XB.ADH5-% MZ6ZY8#-6XWK9?KGH+E#L1Q*RVU;(K.\!_WJ4>N0JR4YRCFML_=07]E$N%D?[ MQ:*55A]]AL7B:.>+Q='7-M=!G;^T[L)1I\.G%8LZ\4$THBXM\>E_/L?P5[M> M3V3)H-P^[]$)AXQF=;?:*#+]%!0AS6C95.N_?Z"-5G1X^)('?^JJE.4J`YSU*X\KH M5XMER#C?]9N([5>BCC4%5JJ%8C)2(`<[W*/TCHV4=KD=MTL7=H[=""VV6($F(HD5[0CKI:[R/Y;K4'\P'M^$R2Z:$,MW=+$97!P>6>%_M4CMB\#1+5$'MD_S6BBD MPHUNT#FVGXUM@ MV[I_6KP?O-/U288$X/(G2J$?=MJ+18'AU:KSV5Z.=F'5<3XY7JG?\K7RW:2Z MMS\+W/Q$B>O#'22NF4RN6LLY^L!TKU<4%]/02P4;I&D^75X27;C8))D^!=-9 M6+PP^YUD;]WUX5>E`_C]B=+4A]VDJ36Y7BU"G^T%P+N=/B[#+O>K&6IP!XW(9,0.&0@U+*S1R_K+,$K^WW@ M;Q^RN\H:M2-/A\/S3]KIW[75QW:NUQ3"C9K5W^.0SA8&V7S7RQ"7$.!X'_+! MRCJVH_5(AOF?]`4`UQ:FON1X*L_\*G@/1B0:[7H]:OH^\+$29^Y#%,4_7E%U7+*CXZ-!16J`]WTH9U;6MNZ*$?@>1,$TG]H(QQH)`8Y_NG3UR>[2U3+,_Z1/C;BV,/4E;\U02>\#R<*T M(`0X_NGRUB>[RUO+,/^3/C6RV\I"K;R/E[T'!>Z#PQ(U_(T^14]9[/^Y51ER MZ[?4" M$[NKBJ"=GWWM+41'9"<6L]#7TUD8SPEY(LE[X!,&-\*"`OI?P_$C\>-)!/@6 MB<;+.,W2&NK!-,XCD?/8T5>!EPA6&TQZQ79LNI6!K;*@_0JDI2E:^64&K\TH M%M6F)`O^*G\BN\#LC@#*M5,$F61,&L1PBG8I#HVBG_/%LA,5G3/TWRC:+SQ: M:J-5_J/$Z]O(#_,17"ANH.H^COP\`2-39Y3DQ(`201$.)HDK14]J;-:_#&'B MJ<3](J"C$J=:IT^N+0*G"$Y\,$F\HT7@]+#]>ZD(WBKTW\@H#\EP+)06\\'K M9^@))LJFFOK.R]&1S2*5A]"+[KTI&7P$H@1R_:>4:E3E((:EP0[^&YA0WSG= M$Z/>'F*6ZJL8&JA+TKWX,5".8%_@,%6L0VM(,&B1BXNGS0J.?O]99<4>GJOYA\^_7>$0^,A*-5A7!6URB,4/P'J1T["L-,_ZB-/_BQ].% MPU[$)%NXKTCF!6%Z^'=+>K5J834.Z>71FT5$N"26C9AQ0UQJEH@5/;A)`BLC%[D:. MG-!2A4ENM_YRWB`M]JZ00O/L?5R0B(R#[(;JMKK!FOD(<`K!`7BW>M!R0Y5E MHD99G:'ZEKW)%Z*V6*HKMS/@GEH"R=J[A1*R?9F1ILK@75H;A^,D+25J5@#W& M^OEX=_)])4D#.+U)@,TB&(8&)K[(4^J6 MIFFMO#$5ZS-[%-"'R'.7X25#<848W>Y$W:F&VFP?1L(0'M2.1M^]Y$^2T?\N MXR6N6LL.I^@P/3$L(PG.*:L<6+<[&W>IZ#8?TOU&(I)X(>RAHVD0!7"RG@7O M1$7;I>8`G(BB/QF9L%5>!;';/74[U7N;-72$RBSWLSRAR]4EC?@GA.^QB`<" M(OQQX!KW.95S(IAF6[#:*,);%1^M@2VK\&P5X:W10A>8LA1J4``IPAVY>COI M>:@\]=[98%UE6^;5UDB@?R#).[F80P'RQK]=S)_(!)24EV\U,SF@162DJE)B M1!FFV-(NM^.J0M@L45E?9^,T*Y2@(%ZFPIL_&K`A4':C@I+=LEC,P)"^[%SH M%DL\&N0HY2PRQP$>1$E,.>ZSM52$$X-^=B)#%.W"X%V!R)<+:QFC``NBW*2( MYS(E/DWXW,Z<=Z+!%O.1-YY?-%Z]I`$+I4E*?QO'4!Q?$64>1?QF:R\/G=LY M]2YTU^;EJ/TWB,1GG<)Q@`=1*E'$=[8.BQ#:2ID[&\A9U/(FJN\D M*SZY8P$7`FTW*B3)(([!"@S7Y:&XZP+-CE"8?&V0^@0+`\J_%<[=RGA*CO5=/X\C7NOS);3"-75^,I M-6N$"D"QA@$:!(EC-=ZSE5H`TU[[74<4VZ(_,DA3DMU.9UZ0@`C+%4GR#)0_ M&)`A]T:VYC=*P,%O-[*[J&X[LXFMP%[V144)P^QQ?D*DAG=`,= M#<>BDAO9>>#`%U$>4$HX;-U7A:WAE:-:\;LUA&.;-\]JDKRENAA-@M>0+$1Y M&XW(.(B"C(0@W^L/Z*Y+%\MO<3SZ&82A@FVH3@U<0>3E2XE0SEPT.>%VBKWS M+(?%K:2).@U`L.8BVB#D>*Z6K2DAVFV^[X9"'UD\O3>HT(C.[>5XKJ[07]N4 MYK(:R>,KS[76)'-94%W=["J/-U*)RBWNV)>CDR\6K:PD1>JD>>VW0#W`BKI"!U\L\81;&@ZG38P&>V9O$QN7U,9%S* M)I_6&2SW&/&-Y,W?`BV(PCX^Q[9UCX=IKW%K_#-Y`^:B]&4D;L"O_1+H0'3J MPN<60]L:$;F=+#"N:R8;C%S!W=/@-9?K(++]:Z`'T2$(GVL,G6.B0MQ&U.!(<=UWF+V1Y#9ZIW\"NA>-5LBRG;+E!B(E=4`3I;7L2"0; M*_`'0UAE\8BB$L&"OH)44!#%@,S^"+*W'U'\"@$=!&RWT2S/4GC3(H*6&H5^ MTC_E21';>6F0W@7>:]%LHU($"C?,:4QU&UU[241_)C*5G=$!_$802BLI!]OP M=LTVLTT]>V;&)H_&5BOJ%4F"]Z)Y,!5+C0C^6W=JDP#U+L6\A^SS+57,I4:? M[C6Z@D'&\)H7O M010GU'NH9<#79[G^;T[_^3O)WN)1+310XM5.*0(9(-H/Q=K"RSC8XI[;">:] M'2PDJ=?ZW9H,KNA_I%G@F^=E-3/P!%'FQIY6&%US-KB[7SMZL7983&QI(+ZA M?PPFK*G$T97CG7FNGV38+]PE$KR.0(@/+P'GJ,+>&QH'8I` MJI1&B]LI#4F;WB1'K-;FE)25V;4+$I%QD#4I@RI6^1DI#S!UZ!=+2V13.NC[ ML,_;UZ-CB[9TF2?)LCC6)"OT)Z8<.<%H6^/IP'CL[V'%A17JW`,N71/BST%QGB+: MF5H+3&A(4NQPVPG$:4ZG-A^"*A?1149/=R]BC`9LB`K)6PM)O!?Q&>%V[PND MQF/QL)1/>"O4@`S1D6=K$>F&1R4?6M2R8\K+6( M-BA]J;+-JSUWW';YL.K=J<6#^HKR,G36V[_D)@&DB`[@V\M,;&E2#'$[+8'6 MJ"QF]2K*U\+H=J8E,Q6@1I3O:R\_L8$IL&6_=W5B9A;S?\M5=A%JM]R[N)/` M62JB#&![F4GL73(,<3N-@=6H]![*9MQE?"0A\5(R',--U86RAF'\TXM\[NU% MSC"@$%&HU)[7V\8@R0*W[]6C57^3W;X%I-R3K"9?_O,UVO,!)D09O/;281A, M"]ZTN-J^S^JMM5\*A"V@9>:`W`B M2@V()<+5<6F\9MTM;`U>[#_F^>23R$N"6*63>WW,R]'9N% M(GXQ$DZ-F'KBCIMU/TYM/EZ\B*V"]]7>\D@7C"8/M/RG]7:9DO@-?05XA<@R MQ%)EK[!F.>*V7;FF@WJ/[!I>@]:I8T1]@^K>%;@!.25IO@9>=M4R\2W@&Z+P MPZPV2(3C!GFXM_:=6KO%@YMF%!NDMK)Q`U\`'B$ZYC$K>=4=7(=S;I>_.6?/ M&)+9Z]0UETK*I/U49@/LB#(39B6JO`,+N.3V*:US-HDN`C9BH&VF!JX@BG7- MRKK=KBI@F=N5?\Z9+H:N8^O4T;^XI"(/X&V7E%!=?]/;2+?GH7@QO1UH5HK* M6RB3/QH5@ZB>;'/-!FV^92BS8"L;I-ZDP(E>IICX3R>V8I;;K_PX9ZC6WPS8 M6L2OR"CW"^+_E7MA<;SWD,3EWPV*L@2Y"I06DP-G>IE!XC\.:81I&@\8[??: M-B*UF#Z26>G-V+/!+P'/>IEVXC]`:9Z#I:5_W6_5.[%SZYWVMS:&S6N_0/]5 M0!&#[@=>J+='BV8%7O0R$=7\5J89;I6V>KZWU9W8JL48^`!SJ M9:[K2*><2IUQE37OBZAV8\W(BZC,F;;AKP'O>ID:.VI=7*7.Q=F7!M.54:WKV[:C=%I99;4MK`R__!'D+V]Q>&(TL>K+=28B>(X M[F7NYZ@Q]Z//HW955KBO M2=J-#>*K25I5JY6:TK9^MYP&T/8RF7*L4V?$8D]E?_N2HEU9(/*2(E5SU)H3 M^-#+C,MQZS(A%J\J0]U7!.W&3/%5!-W'T%4,ZL5>0U*V$KB=SKP@@99/=W&: MZE;NRLP,/.EE\N98IS)(@6.5X>[+@W9CN,C+@PQ8L:G/4&Z=]#)5=-RZ3$B! M?55#AWVIT$[LV^:#F0J;P=,;U?L++R6CRW@*?[/(],>I=/>X-M\`/O4R%\5_ M6-,D[RJSWM<,[<:LD=<,&;5Q\Q\$#O8RV<5_D:,S1E;6OR\>VHWUXVO3])`$ M[,43DO9DTK%)W6N!&+Q->)ZU[ M,G'85=GKOF1I-_:*LB'3$\FRL'B((+VB/TFSP-?;.IOGHKA/>YFW.M%LS,3F M466..N\Y[LU168"G^'LSJ=NF_L3`D5ZFH4Y-]&AB,ZRRVGU1U&ZLUN0[Q_"X M[N++T03.">C'!UF2!*]Y00&A!(]NJ'H^Y(G_YJ7D.?&BU"N:@/`*$UM,"PA[ MF1LZ9;^`W)Y=E0WN"Z-V984F+Y!MD_5,OWT_O%,T.Y5Y`$,OSU8+S;-!\`BZ<\:$KHRG"84Q=@#B7J96SC3*;C@,JJQ0IYP&@14N89I^"]AD MPX&&B'L0C1Z2X)W*YLD+122K30+/B"!RZ\1\9B0P5`'7G^]S5W1G)G-M#1]^ M]EY#;@,9UAB@#4$.38NA\AI6AUI_WQ6I2,Z^FNQ&U/"=NR`BMQF92373UI\Z02^/TS&+6<>W@Y])+DODX3GYZR4CD][$'`B+$^K7) M>;;G)H1HZ[GI':NG2<=K\ZSQ1T8=ZK_(B$J]VQSIF,KZLG9`\Q\\)\6AT/R]N<*6/ M)(1*F^?XD.[R MG6/,P?.F7)1+(9B(;3V'NJ.DC<7:@^+1=EACGGP2>4D0#SX"4?3=.(;B.$<< M#]5YS=9+'C(7TG_G)ANW;L:&\&Q#Z2>Q=41B)-").$JI\U(R:F[$U\GY0YE*1B1=G^-="# M)1W!9A=#7YAP\.=>6WDJ)A6HBA8&T>B*O),PGH$/]TSG$>V*_)%`)Q;%$O"2 MH5U2^.KY5`=D\O6+R9P5XVM5)"I>(*4F`*JQ9*2D^*NF3XU@._%O=B#-R?)(PD#,A[XF7B[$PP%2K&DA%18R\IY2J$UZU']\]_*I7/&D&$W2-BR/(H0_'6R]24D6]"[S7(`RR@*226#5F MI#QPI@3S:W,)9GOTML*@GNF1Q;)]/L4F4-=P(O"[VTM*UX[6^=!GRS&K-39? MI]^B"Q;8\N_*,I;RS4C0F8'O)[D7ILNWD&_BY"K.7[-Q'M)_@SH$T3&,^0\" M!Q$DWG2DSK:TSMBT-TMI`9E,]FQ_J!(5O,,#U?[I(\GR)$H7=P!\\I#$&1$V M$&DS+V!T9L-:EPLC$#/`#5L)3`?MPV)3Y2VZ;J-W2G&7UJGWWK;L*>M-G)!@ M$E5_O_A+I?/4QAF`;@=3!\VO6ZOCKM1[7T0@9GFG102U:Q6P^JAI]N9@H-;! MF+WY!6Z5(PL8!$@<#+'YKQ]SH58ZWLN3_AU6,F/2 M_V\)#0Y5];\8!$B+!2LH0Z\1947@G[A:(P!4^[I=R_,%[I;U?RI6L;V M#(#1F5P33TH*9L+D@D:I&*H'"]%8#:9\U#U1SB?1(13%H3/Y()X<%.QB!;M% MZ=9^\UBR_]!B70F#8F/0&8B=21GQ9,8V&65F]+((JV,E.L'A<]6(^Q;'HY]! M&%*MN:7*'$V"UY!4U>;K?Y;?:O3F!_[@]]?8@I7:CEJQ1N/ZEPM.7-=&A\-E MJQ'WD)"9%U3G5'J&M3$'Q7F*WZEC"TC5>)KA:V0&]@;R]11'D7"-N,V37&\6 M4-\;7HEXBL?93ZJ&6C8CGA:X@=_18XM1U8RD.=+3_$'7EH6I`+GH-/P,77]4 MDP:KD8`)_S$C6Q@**8,MT+V\]-6U`>`X<=&Z1;E^[>\4_XD+6P2JVT*)5R/$ M7U_TG_4"-1(XF\/AJPX=\3)*2CL#DT*RDZ'7H;E^7ZJK'\0&.M*UHJR[O(IASCLH)@0.(4K5B61EQ?-;!F^UWAZTK M^7'/NI*?VPQM?D2C@!(2O.89&5U[242UBZ[@I3Y1?SH-1H&7B#-D\A,!8D0A MBU@V;`M5!NUVI];.#,!B_4R.OQ M&#J*OAL`V MO!VQRNT6L_U79YM!(`,.U6IX.9ZDCR3-0XAB;JCV/R1!G%!D00R_?8C3`'@B M=C;;?P*XA"A0W)%2*&_9.CQU>P/_!*N#Q3-G!IPKTOGJH/0)X!*BT^L=*87R MZJ##4]=K!C_!^F`U(:6P#5WF"5A0M_X#\R/`*42)K!TIAB$/0L15M\LJ/\$: M@2]GU[P9&5XC%#\"G$*4T]N18ACR(T1<;5V(NE\ENE8&BTE+I>WHB6192."5 MZ/2/('NCOP?`>?86)S+UX4:_!4D^1.G(':F)(;]"DKENOY;0_X7#9B<)!IQ' M,LJ+-H/K"G?GS5(R'`]FLS#PO=>00(E2GM&_N@NFP<)B-9>/-E\$'GZN]":_ MD45W+-8H+=Y[(3O5C"_XO!"]!0&VRL_E&7S1\0Q*-ND7V\R*B(/:?)+MC;/K M91O?882V<6*Z\+8CT>D89^U6G,8=A85Q7D>V]\VN"GV.++J^Y=.FM:+;>ZI$ MBS2,`!1O**!"Y(R*^<_6:@F8;J>N.U-K?.O\DN`'$GEA<36E:+I%J&IFI:"U M$S_"F8$GB/8+L?1T,C2R7'"[;6!G-H/Q('8AOF%46P++/D&ZML*>$7B`Z(A5 M+"T-&Q&B=SM7V9EM6#R`?`JH',>![T79Y9L73%S= M7()KA33^N_#2P+\*0KC41'\WC:/B<;3R^IVMVW<5D93`@AS)180U#&1J\H+W M?3Z%RYEQ(J"K^<>4FF-$B3T!T[8-D(O*UJ6WSB1E,9U\3[+%`GDG?B9F[;>4 M;@S//7*9RE[8FZ#HJ]4[25YCA(JE]VYB!XHU>*5_$5_RP8UY'>Q(D8TY@(4LP%V!'D(KF!,.`!UL"W2W@AZ@YH/R8_- MOAP>Q=,@DC7&AI\#10A\4DG&,<)R-BY;]W2[E)?-9UW^(,'DC>XI`QI@>A-" M%Y%7D@S'A:S289ZEF1=!J87,XJDT%\6-X9D7@5C8BZ<.6'OA/]K%TV+LU2C! M,M3=$N-@])\\S:!&7Q)TR]F!-PAB.DD1*IJ),AO<[MV"7=%LOII4W(@!>KRP M=FZ3#K)%>+5P2(N_HPLI&3UX\X+X)(&CLN+*C/A$MN4'@$.(/"HS\F9;K#&& MN=TX$+W18MLYAV,6_7IN(VLVP(YH9S0C264_4\`=6SGZ3V)[%M.XFYZ83 M.`9P($C!FI4*VXYX/-!W+W'$9>CMQ6)^>%/NA090%(U@\@W>R.@]>W&,DHZ)O MT*JX=3C>0E%4^8HNLYGX!O`)T08G$"?;R$PRP^P]'\LUU(MGL9\3+TJ]11,) MVS72_\V#;"YKWFL_IO(YU\J",`[S"M$_DEF>^&]>2AZ2>))XTV=887F'>IQA M0"&B7$4C^QA'L&)4]?P>9AD]9&`"4&&0X']DCK;"--638<5537Z"#6; MM?=Q]F^2+?J)LA11:0Z@';=+NLEFAENJ"-A6\LR*8OETLV4#3X"T?$(>R!%A*%UMB3C.=&6"&&[?!%J M^=G,#302=A5/O4#T4CEO**!"D`>09K^J7JZAQ*N91N38?8Z<_N[P.X'J`_5E M?346:$40LRNP52D'N@74[0+9#A56*[!75=B#%@I[L)(C@H!=@:VJ"KL.U.U' M,CM4V.[/E^COOK10V"\K.2((YQ78JJJPZT#-YIBP'MT?NGAV3P5D,8ZK*J92 M2>*W?D_IQ_3^>B-SV3XQ"X[;'HD1H5H,Y6I]%Y:D+4MOB1]ZXM,%F2D`):+0 MCB4%MO8J@-PKM,T>YN7=P!2N*Y64U60G`,,?#,@0Q8HLSK.56`J>VPZW$?4U M&0LV\/R10",G'XJK@>\_(O9;*BI3`.6((D,69QG>M1I(]YWL?^5>0FD)YS=! MY$5^X(6#:/3=2_Z$!DGC.)D6W_P1>?DHH!RP7#&[36V-2.6.Y8JS@K]E[R`9,MYT=ZVIM,1R%0]WAN!2GT,6O_9;2C:D) MMQ[7>9[^-E:W?2+;6J[7KG0E7]!FX]:__FX9BNP>W+[E,]F8=7RP4O?;L+X9YU[=M-) M3=1=+_Y"-G$K,P5(UF*$77NI\,$+1#:Y\6M*.X:'B#38S3;`9HANIY!VI\HV MGSVJGM^4TN/53X%J1(&S`J-Y2KR%SVQZR/J+A],@6[`D&EW&$20&"-U]B>VN M'3S*5)T\I;FHE,\LVA[$J6L4\NZR\`J_3,6@N'_D)PB";W\3)'QG0EO1UOF!O*J.#S2.` M+@2Y0E4^,I2/BQ%9&[]Q%,\^E%G"3Q3TKQI3>C M_Y+-1;Z#PE2`&D'N3U5*''=0'3RR]B"[4G:+*;(F(54!]J.7D2N2^DDP`P74 MT'7&3!0SFF?`%&2DINI\[,AZC>Q(TVT^.M0DHQ79-X0\D,0'#9P((T+YF0`S M@I!+549JFL['CJP[R:XTW6+A2;.,WDGD1=DS29CXI,<#/L=B/_Y[.[*(]8\H MG=9EB^4EZTFB^2.\-S8Q"!2ZF4Q>/,`W@="RWY;^"H(B]U M_.R3Z;C-@%,LH478U%['%_,`7L="3?Z;-:K(2QW_ZN:)M^%C#)N>RB91%_-[ M+\L3V(Q7XI3HU"4_$2!&X+M(B47AJ$V$%^7QVVZD;3.[LKXN+8B4:C[#&4DQ M'2#(GF@+0WH9;P"-4HW;+;^MG>N4^+],XO=?1R18@*#_L4D[_:N7.S+QPFM* M0L:SL89?`I4(7&(I5FXK%QM0N_C?Q&-%"RI3`$I$CHJ\7'2,80NVVWUN=F8&%@^DV<)\?@N2=E:P MG`$PHLJXR4I%QP@V4=LJ`G7,!BQZ^FQ9WL1YDKVU,H+5%(#2"5]_4RXZ5K`% MV^V6.#LS`ZL-_)C"#,9MK:":@6+$U'->7BI:1K"!VE;MJ%LV8+=]?;,L!V,J M@;9FL#X)('4N3!8UM5<`;JOXU#%CP!8BZ^@^X'`N".:WON?A;%%R&F=>B%:S M#>7TK18PL:B[F%]Z&9G$R7PX!@VH?C&2JM_2FI7RXJL3KE!=:=SRT_LXNO0B MGX2P2"X[7]\12H>XY$AS2D#FA#\E(Q]&^5([UJ!K;H))=4RV0*FN%PZB$;S? M-RN\:/A<*H8@&@NT(C@V,,!NAHY+,F"OS!SNFGRV]HJ\DS"F'Z("@7X'84@* MFAX2^,LLD%%JV3F`=@2G`0;8SU!N14:@:PR$2 M/8K2=XX@C#7`8H8B"Z&[?<)KM3[98N7#CR@A?CR)@K_(Z-G[N"`1&;,?3A2, M`BP(7)4V+!P%-`E[=QX'M1=OD&[19N(\:J=YL^4L"5F[Q-ROK>,'LC">],5'(TT(OH=$.2 MO8Q@21INN^,*:Z(ZU`M9&/3>Q_`!+ZR6I2N2!.]4Z.^2W:!DQ@/-"$(3-0XS MM$L!;[L+9E;E=7!N\MCJ1Y02ZJ22T:(?X&"2D.*%&CBQ"2(01U&>=>&%D"-Y M>B,DNZ)_RX.A.24@0W!LI2H)ABZV8P*RG/ZN%-MBOJ=88[Y1;R_QPNN/&:'B M$S@:#2,``Y;%5('G;'>:C1%90GY7&FHQ)_,8S[TPF\LIY_J/@7($>1=53K/U MLA$>LG[ZN_`V;:HC@\"+>?U?)"K@Y"<"Q%C46%H^'"56!8ZAALN2V"TF_^KD M2!6D;0^@"#"EW)19+Z?#:UBQZ6H+R9G,%OU.][EH%'SSIC+5(MN_!GJ09H/6 M&,:(BIB`^M1M#!JJD?_F]#/7[Y#6MO[Z]3HYTL\$-P\#@5F\=;1!ELREDZ8A M@`)!LD&2V9SS#C8V#"NP.6D=X]$Y44`I&@9H\.I>G>'2>K>)#4/_+O-2L]N) M93J-HZ?.B%F`XKNZ-7)%7\9EO\S!`@R!A(,ET7I3%Q>=VC9U!'\'B M^KQ)$OV>1!*$,0JPX%V%Z^R6]TS7H6%T3EN+S.+"V4"55,:#.0[PX%TZ-[BN MI(5K^)#J87O9V:R67*>+F^;BCJ$X3A"E347\EM;"-73N9[X>";R!&LYOTS0G MHX'OP\%>$$T>DCBB_^D7=0^VLV#WY">+,B@[+6I%T]NH_IL@\H-92&039@:^ M`"IAL:L#&\$PJ:II&\B_'H^)GPW'@U%_O[X.['X/EV>#^XO_K7C\'=[_>V&^4-5H1&42!N,Y%5LI0-D526X2*F2;;][RB5P)3B8N M5)H+<",*LI2$Q5X'=%B`P0FVJ09Z70)VBULVL:<\'^!'%.CIR*Z]-6QR`\/Y M!0;-.+%XZO8]?B_\E]MH17D8QC^A7AK\ID>JH\D[21_C,+R)DY]TPQ=P0&-& MX`&BLSI=&;(M1)\G;I^;H-$NBXD:/ITT:D@F9/0<7\9I!CV(I`J/M>8$/P11 MHD=?DC([D3I?W#[?P6)IIQ8S*WPZK\@H7U1@MC*NU32`%E'^0U]>NO:TQ0J- MNP'G"Q.*R`1*'/=&M%CD4(1*3726-^E:65`Y!^!$%!+I2TK7?-;YH._HS4@2 MQ*.GS$NRO?TL%C6+`=4N[><44="D+ZGV]G-ZW*9KR,)^KB/;NX_5Y!S:`$FR M8$1N$HH40Y_$-E+2M98-%N#*1N]$\'@C$YDZ%)DI`"6BB$1)--I!2!TY?JTV M*FN3+4J6GZ*;\Y,7THV:9'D2I0])X).'),Z(7ZY4Q>7;Y<_%]^O:S0PX$;DY M"J+9UFAS['`[+;Q#$[%XYEX7]%6N]-Y6KKM>8$7B`*,C1DR#;T/4Y@B'X0:,A%C/`=]2/CU)( MY%3M".5V..8XP(,H!-*7"%OK1=C=CG?06(7)OKGPGE`2>6$XKUX9&MTDU#%Y M"Z0>'I,8#A0CBF[T><[(!,BSP.U0!XWZ6PR$GA-O1.Z%#:E8/P?J$84T^OQG M;P$,R&X_['1C+%)0F(ER[M2BJG,HU3!UQ=D`.R)#49<:VT#T.($A*K"N$3;O M:,T1GV'K28&NY"+?;D8!M2SBSF#VZC*>SG`JA MDO`&R5)6(34'X$24(=*3$MM"5'C@=N!@W5HL9I$N\S2+IR0IFK]"WOLMF,G% M#IR1@`E1)DE/(AS+$"+O;32Q&WNP>)J^>).].`A*@."'T//)XEG@P>@_5/#2 MGI7"3(`9409*3V*2C!&@9H MW(BS.;)@6X8`=FD&)WLST&*]Q7#\6QR/?@9A**7\ZS^&A*33@?<9-_!N!%LJ M^JF;BGZ1IT%$TI1&3*_P'%P@_\`I;RCES8'-1NG^&QGE(1F.*R+KY3$7\]J? MI-J\*DX'Z!'%$!*"XB2;]+!CR*G:UP*;314:B+R3[-#"&PK9241+O*90V/HN M@;WNX?=/NE\L>N`-I$$CBN&X"L"NHRQ8>RL*_ED#L,RLP`M$_KN$V)2T6H$% M;A\H=&@JN);WAR2^B9.I=QN-X7\*'55SY>0F@RT>T18@(20EPQ`C=SO%8U5S M#L]QV4Q:4?M(WDF4BWQ`B1E`Y7!;AUA`2O;"8$#O-HT=+J]?+)Y!\R1\3[+; MR(^GY"Y.-?;.YGD`+Z*S:"UAZ1E,$QO)"M(.ZK(,PSX8N#ZA,"!Q`=:VN) MSX@]K?/#[<,.^PEAF[T_;5_+Q=0)5%-T;(O28\?^E*3@K$6WS=KM$T3.FJ;( MV,:@S@H,[QP@,`2;K7B@W:1D0[FUWP+=B#PE3;:SE;D);+U&UD6!V>QE645I M9`15^B1*2RU)X&VPXEK[Q7SUFX?%>\,%@!6*:/00>I%T_547GZ1NI[,PGA-2/%X_+%[EDRH)9(X#/)AB@.Y$QK8\$7/Z M],3A<$82#UYY?"*3ZI');R2>)-[L+?`'"?'*1E6'MCI5/5$&%**N?(4EI1+O M;_/&OAP?']A\A7M!BMS*5?\MT(VHYD6&QYQ=K@$9BNVIC70L>FY;]BRU'3!& M42R'B/RG)CZS-8N/R>V3;^-2UG)A6"V8EQN/1%/EC=\"+8C<#S['MG6/AVFO M<6O\,]GT^Z)T<,3ZMOY+H`-1CH_/+8:V-2)RNT#!N*Z9[!=7OU(GUK?M7P,] MB%)Q?*XQ=(Z)RNU[Z24+'LDL3H`EDL?VK&$0+5H\-7DD?ASY01@4:C4<+R7] MD,3C((-RIANJ$I7(G(!HTIAS#ET!$C49R2]DM! MC_2>/V$X<(^$KNJYG^4))81PWZEF_AYH0N3$==&__P5OO/JI83^X?\'4$L#!!0````(`$R$ M8T0L=4T+82```+ZW`0`1`!P`871V:2TR,#$S,3(S,2YX<=>'QS-E7Q>&S/))FIG:1D M6YI11;:TDCR;O4I!)"0A2Y%:D+2M??HTP'\!)$&*LJ$MSL6N138::'Q-H-'H M!G[\Q\O&-IXP]8CK?#F[?/?^S,".Z5K$67TYZ\UNA\.S?_S]?__GQ_\[/S/MHA8U__8PF>[FXNK]Y?7EU?4E--/&&^SX`Y=N[O`2!;;_Y>RW`-ED M2;!U9H!_6&Y%YLXO\JJN?ST MZ=,%?QN3"I0O"VK'3;J^8*\7R,,)9WA+2NB)`_WJF`F]XSI.L)$7L'QZX>^V M^`*(SH$*4V)FZ['\I%RVDH\7XN!SW`U3O#1X]WUFC+^<>62SM9FP_-F:XN67,P;:>8S(O[<4OX-V MQB34M7%)]['7%U#$`QWB#1RE%<%CIANN:6<&L;Z'[X\4^DZ)Z`@];8^?O_._]$2#B$I&H<-C[S.HSR.MR6?GH70QX2O=#:' M_][W'^:S\6`\Z4][\R&\#>%F\]&_^Z/I\.[?==,C?&`R-EWVG! MD;7@=GP_F?:_]1]FP^_]X0/\[`OJ4*>LLCJ4#@UY=M#YX]%=?SKK__0XG/\2*DC"8;R<^:[YZ]JU+5C"]W\+P-Y2UH/K M&L-"U"30`"/;J/\WPF9U*O%V*B$Q'^K,)\JK!RRA"'0\7NF MZ0:.3YS5Q+6)27"$<^U2JKA?";A'%3#,O;0*`R5U&-NHDDX5VE(%-A+W'(O] MCUEY3\B&'A*@+Z!2A?I:@)IQXJX\_D>&9X=L6\@.G2?L^1L9G-E7JAA^$##, M<.E0:Q,UQW>I9/S-OE)%[:,4M8A+AUIK$ZJ[])]A17&'G[#M;KDE['J^!V,F MVP2W;6SZ`;(GX?[,;D1,['B2&;8A&U5M^(LXY48U&IDJ#5XG'YVSM1IQM49< M;Z<_;>E/W+5LRPSF0@[#`_;W]:.(3!7_OPKX)YCR;;68YY\-X-JAV]Z8[B-G M118V[GD>]CT)LC(2553_)AGC8VY&R*X#M%5`O[JN]4QL>Q_%Y+DJ=)\$Z&(6 M'5BMK7`"REQ]L%*E`;;Z+UL^=\$0.O;7F(X(6A";L)B)^%%<@'\YHK.C+<:* M.G+Y7EP\A7R,J&8CKIH/XKPF(U/[GS./DY*\"9V.M:5C`T3H=V0'^!XC]ENZ MZI(3J:J!Z"9C_`S.T,AR[%!M"]4[O!`F:OY,%3/1Q<6*=P"U!1`,@,&&B82C M`=;=0#>M83`D3V!200D\(97?"R$F?.#"#8(6L&\./KAL:&H5E2K0HE^-,SSG'(TLRP[8MH"=8L^G@>D' M%#ZG?3SS+U5A%!UB.3X==H=AQQ.`H$/C!5"Z8Q!.@-'")?&'9)99-8JJ@BUZ MO^)*,BNDM)YDDHZJ^E/G1&E!);(N+]:]<_0BV^E(7ZFB*_."M4QM M++(@KB\RO@VHT^"57D2U&F&U!J^WTYO6]`9MB8_L.45@&)FL89(H`Y%$$?.'I+YN*=YBB-EV&^9H(SN.]A0S!97) M515!%E26<@ZCC1CO+G?P&*"SF9/XL1?EUN5!>]B1!1.6D:J"+0DK2[F&T659 MOAW.[:W$N6MS`D/LKFQ"+Z1315CTIT4L#K>WX\>'[C"`-G=*?PN` M2#I+Y]ZI(BNZV[)L.N#:&Y!5DFX.2]FIF;IS=5#JCO%#7%VWVF[1N2;+SYFC MA2U9>971JFG`=9V,'N.'D'<'=XM;)TGFC1QCD4`5V-(TGP[*HT`9I>,40YDG M4(6R-/>G@[)U*"79.Q6).UG$I2'&C5FJZDA)1I"5R0ABXSK)Y@)MX[P1.ZJW MTZ?6]:D@VT<^3)03JZI#K02A#O+6(9>D`17-"D6$JE"K9@UU*+>.4"N8M91P09Z8T:JNM%R$E.G3"TI4\WTE8)9I!D756>@ MN$QHE@K3*4U+2J.E`JI*H=3?)C.DUH71-*LE\*YYR*`JH:4#-II@._ M=?#C$.CA,`F`[CW'/YH04*5;C+ MP[<[-%M'4WI'QAWV$;$5+]2(B=4@_J!^KX;Q0\2Z@_M0N$MPNZJ%\I4ZS)=U M83:N.J`/!%HMKZ(0^9K%557A2E"%.FD9G7:\B78-I9\5->3#VWHR<=.3]Y&3SX40T.OF^N4Y;VE46:(UJ@&*6TJDI0(Z&T0_LUT;ZJ`[?RUN&E MN(MW3_A*B`N;/^7$RH@+>SV5B'<;.VW&`RV*K//L*U4TB_+&N\'YB,`) M8W'NG3)TD@">#'3=.-MJ3*52XG[!AUFSM*H"')SWWWWD;>N)2OI^@9+4*:JJ M(8>D_G?*T;9RR//YBYSRI<2J"E`G^[\#O!W`2Y&3Q'26DRLC+<9P5B'=60@M M?MRYDQ<*OFDIC2K`E8<]=-_O:V`JV.YR(F54A<]6CFKWK;:[X:5X'$=1K'5] M#JH*T=*)'MU@T+[2)"=V%.Z."A2JJ%<=ZM'!>7PXA9%=1J(,J#"N2P'MAO6C M0BJXP&4DRI`*CF\YI)VW^YB0?JB&5#G._/)O0IRY'-(NDKS%^(7ZIR`513(T MYZ2J(*T?J-1-Y*WKDWCY>V%:0B&EHCXHWA;?P?R:,$L2Y)5**6,NF'*EF'J-\^%G1GHM:*54%:79F6J<,;2M# MR1EH14.'0A%5+:A];EJG`*^O`(+O1Z6(L@:(!H22!G261*M[.3PL9@(S]$YA MK5!%KHJ]&($1<38XZV[9<'1#8.'AWP+HEOY32>Q[$9DJS)+H?E5HT'"B>E5I72PX^++73E+8U)7M\:6'XKDBBBGC5>:D=H&T#6AY' MVZ,8%=G\-4JJP?\WR>EYU0&XK*)N#9"\0=LM<99N]`Q^.XX;BA4_(INM2WW# M01OL;9&)N+J[>O[^^(([G(YAXSPP/AO@-&KDF9U52A/TZC\N= MLT?GEU?GUY?O7CSKS+BH;$26VT?^R_*5JX\+L'H_JM:X1-Z",PB\\Q5"6V!T M>7W^_A(:75@QKU1:\`+;OA<_.4]9J;9F7Z1/X0?KX!5;!JGUA$UIKA3KCD\, MALN_U(+!P^:[E?MT8?+$9'/'!+Q2Z1EIP>37>CO0S74\NF%#V/0A>,ZYTZPP928 M:DJ:+?D0%FR@IP4LFS6DJA4X=$;S9GPY8TO6^`#H\)0=9NI&$8Y3MHH-N`_,:W0U]O&$C/0@$3'SB!XS)5^H&VYB4`,F9@>`MA8G_ MR]D2V1[0.\2VV1GS7\Y\&L#OD'B!;#8\?SDS*;:('S^&N9:XUIPWP`HH[[-" M\;\3:+%%OC)([O%F@6E&5MG+4#!`&_KYL^5N$'$:R!6*(1>K5OO9P4GCY0S9 MV(L/5IJZ.V2SLQ4`E=X&%([\'O%(!*M5ZE6AM/"B(9(9F<8.6!8XJZF>7'@I MX>G)6W9@EUSP\A(GT@.R(\S"PT>RXU4)D1YRAF:F7T?,!]/FT`&#"7D@7_C_H2.16+U/VV%W*@;CG6L&D4!]!YJTR\1Q]*)F9#I'C3PK M/#P#B_HM;(U"VV4O-6M_ MPV%TCE_\&]LU?ZTPXNJQRO6-'S]O>X"IU3\]ZS]!=/CUW.U9%G>:@A"(@%#1 M=)32S-T)\(85MA]0)YFNLE-;*^Q.9`J+]^K&RP'S-N,1K-0MK@V1_SE\LG]T MZ\9X M.:D>'Y;J6I,W>H)V?#BY1Q:>N_,UH6%H5"PB]21:H%SR-#HDLRQ0];*HECBY M#FCXH?-%EKM<,K+-%A&ZR2]DCU:#'AU<8R[+G0(!/S!]PC<[QF;OW0WOJ1DL\/!HGNZ#U:3(&=XRXQ-1NUX26"$L+L17FBTM MXL4G"^=C_0`&;!Q,#8`Y'K$PW8>Y1ID307".7FZP`X:I?\O]&=B:N[&4&<'+ MR4[%[U++(!\1AP]$V7FY*0.];-)!89LEEKD*L5[B2>SH`07=61-/LC^K1*W9 MT+6O:?T7TPXLZ/;XDX1F>-XMHI3'G&Y8R&E>Y`;%]1C0*A:]9J'OI3J$G2 MMYI)<(>7F%)DCY*S. M`5U5P.E4N@P,;\:X%_!,ORD(-\,FK+E9E)7PF:@0:_;5<#<",1EFR%L+$LE? M:R;#@QMNDX26TGAY!X6?H,@3EBXBU,CULJE3'/CAP%.R6ONB_I52:09:C?!% MR51:NZQFTA=8IS"D.BM.=[-+22)/?`_D#(%=[!N)05EVW]O'E3 M]/K4Y/T!LQ>LT=@:7#F4[S`^I['<:V?1E?U@K3H_-K[#I49+LF MV[1\?Z!\'=V4E89+9.4;$^-'<0'NEBG=,&^?M5ZCX!U.%MKCY4W@@6'DE?>( M<@F]!$T5O\U8IQ:9:OA=%0FE$%"BR]A:-;$E5^Z%'RS`E3S)?-S1K7G6V)FR MA1[?BD4>\1X==\%V:UG+ALXV\-DTY)A0BG?L_H[O:U2FZY;P<66'-GB]%^*] M6F>G%3;K<(ML6#J>ZYQPA]_QY=6K=GE*!*YYR<=],C28F<$E@]+8L)D(?1&MJ./5D.DTJ#/V["* M8T[]ZMM[S8-K"\.=#F6IZQ07^<>CI:C,`"BDT%6D2;"PB;=FV@NM(!8!(TYP MTY41:390ST"YK,5NA'T?4Y9)%NT8I%I:0*#)/D:=U+PD82X7:NE)EG2U2NDU MX-=/7U.+BE=FHEEW,$?9%&\#:JZ1AZ'9*XHVPE!<1J7K4"1O-#M511B0JDEU M&Y:*&GRE+MO52E MIEM544U,A@9F:R[\JO#@(+5.JLGJ5#HMC&\9.YFPF)O=V,'I\O!VS396AWR7 MZIG5-XA3.)EI-:'L,Z&NC\VPGC1JM&W.I]*E2N+(K-=ZY?2:1%A>`V,)-N88 M5E$K3LW.!+EE$G'N2635B)W8((LW;,9!,SMA@$SN6V*G+_P6$&Z%\_:*\2_5 MI)K)EN12RI<5LA@S]2*:R1K>I0/*EKE#09"NC$@S>5*_569$'E!WTW\),QIN M`\]W-V#,W>SBT-GRO<)&?#3<'BRY@D-FWJN1ZS4\2S>[]Y?3942ZKJ:E;9:A M5D6H%UY96R"*X.8&P;XU$-F?";F84W$@(\T&L0HGNY"9=(-A^,'2%/##69U> M9$"P"16*(V+'B]D?O/A227:L+Z#%05*U?!&F2`=_;6].6;D<BYKU`+5_2WADZY;9IAYU(_OPJY M1^PD0'\7+K!&[C.F4O]3_:*O':NA$#A4(<+C=MM4>J&H=M)+_24SX`#S+7_F MAX=M^"R,W`ZE&CNXRN.BPN$/T1?S9_?`ON`<_AA]L:;X4,V(>&C7'Y&-WG\Q M^9(U.G0@#HJX1R]D$VPR,1)L5,CZZ1L5UZX7"M-/E8*=]TCUVM+[&=GWB/J" MAV[ON69>.78/WQ0!W88"+,)OI'5 M6GFCNZR@5@NL*6:7O`(FCPX19QCI6\W&ZZ3[0\?M>)F+%)ZX,-#&=WX-G2PN M8R<&"W\9V/$90ESJ M)V#ATMUXP0Y%]4!>*%'8?\>L1,,^G:.7T%_,IX9EN/;P9G[>MUQ*=1H.=KD( M`\R.\;9W&L7*%B"T98C3*:F69M'1TGFRB/P%O#^5%V+D'N6()6#W-[E=HT M[.6VKU8((T>X?1)N@1__-H?B*C7L[]AR!4DPX4<`R0+V2JDT66!5[E^RB&@! MS6BTRAVZ4DJGAVU3?3QYL&%IEBZ5.-TE[_3RLM]AQ^6A#=+F2]_J)<"M"Q.< M&45F4.K2_(4%>]<3Y/S7]0J>B#;*Q%*2_=3E9&>OF-W8R]U0,'6Z\AY^D.&_6**.)Q:!V`49\W2D6)):_/I&A2CP= M199P6TJEUYS;>T*$\X@B@=-@DC"[.W`#[]&!Y3L_=)]IZL3UN$B9#Y0]SMJ] M[?'40RTJC^QK+/#EU3U0K+TQ9=E*F!ZC4ROK^*-W\HCE\J]1TA''Z.3*.DZ] MDS,"\3LO\]T09HC/T8M29RKS.HU.BX]4@)7O(@HMCR9(8!6TQ/!6+82+F&D]T31E.KLM(_8>BQ[N,2#-YDK27.[SP M>Z+O7OI:9QENRF6XT52&6=A$^)B3YCZXON14J2I"S>2*=GX'@6-Y268B"S<1 MCP2KHM1,LA%9N%3,.L\^U:S%S#_+.G3D(LF]O=*WFDG`>[=8!/EKS628XO!H MD4Q05I@7Y8V7\9D%;+TH.]N\05FMHO78")SF?/6V6YN8C.,]HJO<@115A!I+ M=8>7*+!]GGL!5AM3QQ2N0A$K2KVJO/4FW+L`7[V_NBR:<)/7FEBCRIG$:>.O MRV6[/AG94HT:+R>4.";9(GN*MVC'JIN[8>HE.P`&4^]QZSJWF/HP7-ZRO71* M4,$E*LU8:?4)1S']6:G&`2O"SD;@]A6L[OU;Y-S@*=@I4#0;Y-.HM%;R3Z,% MN"2".O]"L\DT=1U(S/[]5YJU?8#3X)XX_B>*F)N[\S6>1*?H9R+GTGO;V?`S M(`Z,"*!BN6NDVN2JAP-&X4X8=O!^)%AZJU4U)\1F`8WA[M,RN=*KA70K/=ZAPPULTN&\4;G@A9A&(!<0[( MMS\ILJS)^Z'<"K2:V'X'B5VDPC7*:*;$/>8^(NQXQ1NP`7Y'5#00BDDT&U-O M?[EZ?WDM7AN0>ZQCF\6[C_*/-6OSV+%A]F'WG0CM%E]IUG99T)`\-J&43J\Y MMRRP3S'^[V1L6$&(V!44&_/I03A%P43-69QN'S$QHO/)X^,.E3JFK-RI]D9U M+DE9GZB4UL36J?)F"++%1R"J#!XB[:E*G00^WR)O/;#=YU*Y9=1Z?`FU!?\I M``,54WL7[B.622V0ZB%RL]L_X)OE]U:/E[>NX[DVL5#DWYG`-,!G=L*95>!E$44\6OSAJX-+SC6+)/6$%W(@-:BD<$$;)O M71B4H1_"Y51&%/&.D#EHP<-X5-XW]8KI-8((MV!DVLI/H"B[,4.D/4Y%24.1](&9^JU=NPPS=87E9T<$YT?'S>"]J@K";=4KEX+IT(Q>A[ M)7+-C&<6ZS1!Q!K"5^DXH5]O[N:"F/9N\E,NT^$W6`'+XG/9HCTTD'Q-KIF MQ?680)5OFF2JFKGI)0V7Q6*4D^DE$ACY[-KPC4.6)#S(+322LI9D M(8DF.MH$M_W-LF(273?!V&C,7(/"'+7_0K-9:7]ADAXAN&?351'J:LK!]Y(V M5;#EI&^U@^CY^S=!KW)/-6NQ_)(/5GA/J:H(=56J@G;'IW(+:J9(KQF,O0U0 MFXA=;CQ!.TRGV"9XV3/%)44EI6:236QLK>*+:GM>+YM3-G=]9`MWWBJ7T&KW MNZ$)G+\?[Q`FFM@D1^JG_-UYAS#Y@_?3WKUZA['Y8_<5NWGU\*X*N?S!>XH\ MM:!4(9<3Z2D6<\#"#Y#LS!K92\WFW;")_P0[#MI2(,#>6\TD&%"&H>C8SSW6 MK,U96R6-,\66/,]#B?KMK)P?+SQSC3<(_OPO4$L!`AX#%`````@`3(1C1,5F MJFPR.@(`7!DI`!$`&````````0```*2!`````&%T=FDM,C`Q,S$R,S$N>&UL M550%``-?]113=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`3(1C1/PI&^I< M*0``/,`"`!4`&````````0```*2!?3H"`&%T=FDM,C`Q,S$R,S%?8V%L+GAM M;%54!0`#7_444W5X"P`!!"4.```$.0$``%!+`0(>`Q0````(`$R$8T3PL/W[ M77X``!U>"0`5`!@```````$```"D@2AD`@!A='9I+3(P,3,Q,C,Q7V1E9BYX M;6Q55`4``U_U%%-U>`L``00E#@``!#D!``!02P$"'@,4````"`!,A&-$H<;5 MC*=4`0"L^Q(`%0`8```````!````I('4X@(`871V:2TR,#$S,3(S,5]L86(N M>&UL550%``-?]113=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`3(1C1`LO M:927NP``AUX.`!4`&````````0```*2!RC<$`&%T=FDM,C`Q,S$R,S%?<')E M+GAM;%54!0`#7_444W5X"P`!!"4.```$.0$``%!+`0(>`Q0````(`$R$8T0L M=4T+82```+ZW`0`1`!@```````$```"D@;#S!`!A='9I+3(P,3,Q,C,Q+GAS M9%54!0`#7_444W5X"P`!!"4.```$.0$``%!+!08`````!@`&`!H"``!<%`4` "```` ` end EXCEL 54 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A M,3`V934Q8C,B#0H-"E1H:7,@9&]C=6UE;G0@:7,@82!3:6YG;&4@1FEL92!7 M96(@4&%G92P@86QS;R!K;F]W;B!A'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D1E#I%>&-E;%=O5]O M9E]S:6=N:69I8V%N=%]A8V-O=6YT/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H M965T4V]U#I%>&-E;%=O#I. M86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I7;W)K#I7;W)K5]A;F1?17%U:7!M96YT M7TYE=#PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DEN M=&%N9VEB;&5?07-S971S7TYE=#PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D=O;V1W:6QL/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H M965T4V]U#I%>&-E;%=O#I%>&-E;%=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O&5S/"]X.DYA;64^#0H@("`@/'@Z M5V]R:W-H965T4V]U#I%>&-E;%=O#I%>&-E;%=O M#I7;W)K#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E)E;&%T961?4&%R='E?5')A;G-A8W1I;VYS/"]X M.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I7;W)K#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O M#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D=O;V1W:6QL M7U1A8FQE#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/D9A:7)?5F%L=65?365A#I.86UE/@T*("`@ M(#QX.E=O#I%>&-E M;%=O#I.86UE/D1E8G1?5&%B;&5S/"]X.DYA;64^ M#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D]P97)A=&EN9U]396=M96YT#I7;W)K#I7;W)K#I% M>&-E;%=O#I.86UE/DEN=&5R97-T7V%N9%]O=&AE M#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DEN8V]M95]487AE#I7 M;W)K#I%>&-E;%=O M#I.86UE/@T*("`@ M(#QX.E=O#I%>&-E M;%=O#I.86UE/D-O;6UI=&UE;G1S7V%N9%]#;VYT M:6YG96YC:65S7SPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/E%U87)T97)L>5]&:6YA;F-I86Q?86YD7TUA#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U;6UA#I7;W)K#I%>&-E;%=O5]O9E]S:6=N:69I8V%N=%]A8V-O M=6YT-#PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U M;6UA#I7;W)K#I%>&-E M;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/DEN=F5N M=&]R:65S7T1E=&%I;',\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I7;W)K#I%>&-E;%=O M#I.86UE/@T*("`@ M(#QX.E=O#I%>&-E M;%=O#I.86UE/D9A:7)?5F%L=65?365A#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/D9A:7)?5F%L=65?365A#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I7;W)K#I%>&-E M;%=O#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/E-T;V-K0F%S961?0V]M<&5N M#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-T;V-K0F%S961?0V]M<&5N#I7;W)K#I7;W)K#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE/DEN=&5R97-T7V%N9%]O=&AE#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DEN8V]M95]487AE#I7;W)K#I%>&-E;%=O M&5S7T1E=&%I;'-?-#PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;7!U=&%T:6]N7V]F7T5A#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/D-O;6UI=&UE;G1S7V%N9%]#;VYT:6YG M96YC:65S7S$\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I% M>&-E;%=O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U8G-E<75E;G1?979E M;G1S7T1E=&%I;',\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I!8W1I=F53:&5E=#XP/"]X M.D%C=&EV95-H965T/@T*("`\>#I0#I%>&-E;%=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A2!);F9O'0^)SQS<&%N/CPOF%R9"P@26YC+CQS<&%N/CPO"!+97D\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^1&5C(#,Q+`T*"0DR,#$S/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)RTM,3(M,S$\'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!6;VQU;G1A'0^)SQS<&%N/CPO'0^)UEE'0^)SQS<&%N/CPO'0^)S(P,3,\ M'0^ M)SQS<&%N/CPO'0^)T99/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M'0^)SQS<&%N/CPO2!A;F0@97%U:7!M96YT+"!N M970\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO3PO=&0^#0H@("`@("`@(#QT9"!C;&%S3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M2!L:6-E;G-E'!E;G-E*2P@;F5T/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M/B@U,RD\"!E>'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$;G5M<#XQ+#,Q.3QS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X M-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65E3PO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^)SQS M<&%N/CPO65E2`H:6X@'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65E('-T;V-K(&]P M=&EO;G,@86YD(')E'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!S:&%R97,@*'-H87)E'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M65E('-T;V-K(&]P=&EO;G,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO65E('-T;V-K(&]P=&EO M;G,@*&EN('-H87)E'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO"!L:6%B:6QI='D\+W1D/@T*("`@("`@("`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`V934Q8C,-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T.64T7V$X-&)? M,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!A;F0@97%U:7!M96YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XP/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'!E M;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ,#@L,#`P+#`P M,#QS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65E6UE M;G0@"!B96YE9FET6UE;G0@;V8@;&]N9RUT97)M(&1E8G0\+W1D/@T*("`@("`@ M("`\=&0@8VQA7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`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`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX\+V9O;G0^/&9O;G0@ M3I4 M:6UE3I4:6UE3I4:6UE2P@4W=E9&5N+"!3<&%I;BP@=&AE($YE=&AE M6QE/3-$)VUA#LG/E1H92`\+V9O;G0^/&9O;G0@6QE/3-$)VUA6QE/3-$)VUA2UO=VYE9"!S=6)S M:61I87)Y(&]F($%C=&EV:7-I;VXL)B,Q-C`[26YC+BP@5FEV96YD:28C,38P M.U,N02X@*"8C.#(R,#M6:79E;F1I)B,X,C(Q.RDL(%9'04,F(S$V,#M,3$,L M(&$@=VAO;&QY+6]W;F5D('-U8G-I9&EA2!O9B!61T%#)B,Q M-C`[3$Q#+B`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`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`@3FEN M=&5N9&\F(S$V,#M#;RXF(S$V,#M,=&0N("@F(S@R,C`[3FEN=&5N9&\F(S@R M,C$[*2!7:6D@52`H)B,X,C(P.U=I:2!5)B,X,C(Q.RD@86YD(%=I:2`H)B,X M,C(P.U=I:28C.#(R,3LI/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@86YD(#PO M9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE5-T871I;VX@-"`H)B,X,C(P.U!3-"8C.#(R,3LI M/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G1H92!00SL@/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/G1H92`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/DYI;G1E;F1O($1U86P@4V-R965N("@F(S@R,C`[1%,F(S@R,C$[ M*3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.V9O M;G0M#LG/BAI:2D@0FQI>GIA M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^0FQI>GIAGIA2!M M=6QT:2UP;&%Y97(@;VYL:6YE(')O;&4M<&QA>6EN9R!G86UE("@F(S@R,C`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`\+V9O;G0^/&9O;G0@3I4 M:6UEF%R9"!R96QE M87-E9"`\+V9O;G0^/&9O;G0@3I4 M:6UE6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP\+V9O;G0^/&9O M;G0@3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/BX\+V9O;G0^/&9O;G0@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.V9O;G0M6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/BX@($)L:7IZ87)D(&1I6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G-U8G-C M6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT M+7-T>6QE.FET86QI8SLG/E=O3I4:6UE2!C;VUP86YI97,@=&AA M="!D:7-T3I4:6UE3I4:6UE3I4 M:6UE3I4:6UE6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/B`@26X@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/D%U9W5S="`\+V9O;G0^ M/&9O;G0@GIA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B`\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SLG/F,\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/DIA;G5A6QE/3-$)VUA6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E M:6=H=#IB;VQD.V9O;G0M#LG M/B`\+V9O;G0^/"]P/CQP('-T>6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.V9O;G0M#LG/BAI:6DI($%C M=&EV:7-I;VX@0FQI>GIA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^06-T:79IF%R9"!$:7-T2!P=6)L:7-H97)S(&]F(&EN M=&5R86-T:79E(&5N=&5R=&%I;FUE;G0@3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W M-U]A9C,W7S0Y931?83@T8E\P939A,3`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`\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@,C`Q M,RP@=V4@:61E;G1I9FEE9"!T:')O=6=H(&]U65A65A65A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C$\+V9O;G0^/&9O;G0@'!E;G-E)B,X M,C(Q.R!B>2`D.2!M:6QL:6]N+"!A;F0@)B,X,C(P.TYE="!I;F-O;64F(S@R M,C$[(&)Y("0W(&UI;&QI;VXN(%1H:7,@861J=7-T;65N="!R961U8V5D(&YE M="!R979E;G5E"!E>'!E;G-E(&)Y("0X(&UI;&QI;VX@86YD("0Y(&UI;&QI M;VXL(')E2P@:6X@96%C:"!O9B!O=7(@0FQI>GIA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/F,\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G=E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/FEM<&%C=&5D(&)Y("0Y(&UI;&QI;VX@:6X@/"]F;VYT/CQF;VYT M('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/C(P,3,@=VAE;B`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F0\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/FD\+V9O;G0^/&9O;G0@&EM871E;'D@)#0@;6EL;&EO;B!F;W(@=&AE('EE87(@ M96YD960@1&5C96UB97(F(S$V,#LS,2P@,C`Q,BD[("AI:6DI)B,Q-C`[87!P M2`D,B!M:6QL:6]N(&9O65A65A2!L97-S('1H86X@)#`N,#$@87,@82!R97-U;'0@ M;V8@6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^1'5R:6YG('1H92!Y96%R M(&5N9&5D($1E8V5M8F5R)B,Q-C`[,S$L(#(P,3(L('=E(&ED96YT:69I960@ M=&AR;W5G:"!O=7(@:6YT97)N86P@<')O8V5S2!O=F5R+7)E8V]G;FEZ960@2!I;B!O=7(@175R;W!E(')E9VEO;BX@5V4@ M<&5R9F]R;65D(&%N(&5V86QU871I;VX@=6YD97(@4T5#(%-T869F($%C8V]U M;G1I;F<@0G5L;&5T:6X@3F\N)B,Q-C`[,3`X(&%N9"!C;VYC;'5D960@=&AE M(&5F9F5C="!O9B!T:&ES(&5R3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F9U M;&PM>65A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B!A;B!A9&IUGIA3I4:6UE M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/FD\+V9O;G0^/&9O;G0@&EM871E;'D@)#,@;6EL;&EO;B!F;W(@<&5R:6]D65A2!L97-S('1H86X@)#`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`F(S@R,C`[4VAO3I4:6UE6QE M/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5&AE('-P96-I9FEC(&ED96YT M:69I8V%T:6]N(&UE=&AO9"!IF5D(&=A M:6YS(&%N9"!L;W-S97,@3I4:6UE'!E;G-E*2P@;F5T)B,X,C(Q M.R!I;B`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/B!C;VYS;VQI9&%T960@2=S(&EN=F5S=&UE;G1S(&EN8VQU9&4@875C=&EO;B!R M871E('-E8W5R:71I97,@*"8C.#(R,#M!4E,F(S@R,C$[*2X@5&AE7!I8V%L;'D@979E2!P86ED(&%T M('1H92!E;F0@;V8@96%C:"!A=6-T:6]N('!R;V-E#LG/E)E6QE/3-$)VUA M6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#MM87)G:6XM;&5F=#HS-G!X.R<^4F5S=')I8W1E9"!C87-H(&ES(&EN8VQU M9&5D('=I=&AI;B`F(S@R,C`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`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`Q,"4\+V9O M;G0^/&9O;G0@3I4:6UE3I4:6UE3I4 M:6UE3I4:6UE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C`\+V9O M;G0^/&9O;G0@6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/B`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`\+V9O;G0^/&9O;G0@2!T;R`F(S@R,C`[4')O9'5C="!D979E;&]P;65N="!E>'!E;G-E+B8C.#(R M,3L@(#PO9F]N=#X\+W`^/'`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`\+V9O;G0^/&9O;G0@3I4:6UE#LG/D-O;6UE;F-I;F<@=7!O;B`\+V9O;G0^/&9O;G0@ MF5D(&EN=&5L;&5C='5A;"!P2!L:6-E M;G-E(&-O2!L:6-E;G-E(&-O;G1R86-T3I4:6UE M6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@ M=&AE(&%M;W)T:7IA=&EO;B!O9B!C87!I=&%L:7IE9"!I;G1E;&QE8W1U86P@ M<')O<&5R='D@;&EC96YS92!C;W-T6]N9"!O;F4@>65A6QE/3-$)VUA2!E=F%L=6%T:6]N(&-R:71E'!E8W1E9"!PF5D M(&EN=&5L;&5C='5A;"!P2!L:6-E;G-E'1E;F0@9F]R(&UU M;'1I<&QE('!R;V1U8W1S(&]V97(@;75L=&EP;&4@>65A2!O9B!C87!I=&%L:7IE9"!I;G1E M;&QE8W1U86P@<')O<&5R='D@;&EC96YS92!C;W-T2!F=71U3I4:6UE#LG/E-I9VYI9FEC86YT(&UA;F%G96UE;G0@:G5D M9VUE;G1S(&%N9"!EF5D(&EN(&%SF5D M(&-O'!E8W1E9"!PF5S(&9O2!A;F%L>7-I2!B92!L M;W=E2!G:79E;B!Q M=6%R=&5R+"!W:&EC:"!C;W5L9"!R97-U;'0@:6X@86X@:6UP86ER;65N="!C M:&%R9V4N($UA=&5R:6%L(&1I9F9E2!R97-U;'0@:6X@=&AE M(&%M;W5N="!A;F0@=&EM:6YG(&]F(&5X<&5N2!P97)I;V0@ M:68@;6%N86=E;65N="!M86MEF5S(&1I9F9E3I4:6UE6QE/3-$)VUA3I4:6UE3I4:6UE6QE/3-$)VUA3I4:6UE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@,C4@=&\@ M,S,\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/B`\+V9O;G0^/&9O;G0@3I4:6UEF5D('5S:6YG('1H92!S=')A:6=H M="UL:6YE(&UE=&AO9"!O=F5R('1H92!E'!E;G-E9"!A M6QE/3-$)VUA3I4:6UE3I4:6UE3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/D%3 M0R!4;W!I8R`S-3`N(%5N9&5R($%30R!4;W!I8R`S-3`L(&=O;V1W:6QL(&ES M(&-O;G-I9&5R960@=&\@:&%V92!A;B!I;F1E9FEN:71E(&QI9F4L(&%N9"!I M'!E8W1E9"!T;R!C;VYT3I4:6UE6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/FEM<&%I2!N;W0@8F4@3I4:6UE3I4:6UE6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#MM87)G:6XM;&5F=#HS-G!X.R<^3W5R(&%N;G5A;"!G;V]D=VEL;"!I;7!A M:7)M96YT('1E3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0@,C`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`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`H)B,X,C(P M.U10128C.#(R,3LI(&EF(%933T4@:7,@;F]T(&%V86EL86)L92P@;W(@8F5S M="!E6QE M/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^07,@;F]T960@86)O=F4L('=H M96X@;F5I=&AE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B`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`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`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`\+V9O;G0^/&9O;G0@#PO9F]N=#X\ M9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE3I4:6UE M6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!B;W1H(&EM M<&]S960@;VX@86YD(&-O;F-U#LG/D%L;&]W86YC97,@9F]R(%)E='5R;G,L(%!R M:6-E(%!R;W1E8W1I;VXL($1O=6)T9G5L($%C8V]U;G1S+"!A;F0@26YV96YT M;W)Y($]B2!D871A+CPO9F]N=#X\ M+W`^/'`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`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`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`F(S@R M,C`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`[,34@;V8@=&AE($YO=&5S M('1O($-O;G-O;&ED871E9"!&:6YA;F-I86P@4W1A=&5M96YT7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA6QE/3-$)VUA6QE/3-$8F]R9&5R+6-O;&QA<'-E M.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,C5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`Q-C!P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3@U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/"]T6QE/3-$)W=I9'1H.B`R,#5P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,C5P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/B8C,38P M.SPO=&0^/"]T6QE/3-$ M)W=I9'1H.B`R,#5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(U<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T M8E\P939A,3`V934Q8C,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M9#EC8S$U-S=?868S-U\T.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA M'0^)SQP('-T>6QE/3-$)VUA M3I4:6UE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0@,C`Q M,CPO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI9VXZ M8V5N=&5R.V)OF5D/"]F;VYT M/CPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE/3-$)W=I M9'1H.B`R-#5P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(T-7!X.R<^/&9O;G0@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.35P>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`Y-7!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0U<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY3:&]R="UT M97)M(&EN=F5S=&UE;G1S.CPO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`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`P,#`P,#MM:6XM=VED=&@Z,C$U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N M=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`R,S5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,R`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO M='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE2!,3$,\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO M9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)OF5D/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@.35P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.CDU<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=% M24=(5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY!="!$96-E;6)E6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`Y-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,R`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO M='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@3PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C(U<'@[('1E M>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,R`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0U<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE M9G0[)SY4;W1A;"!S:&]R="UT97)M(&EN=F5S=&UE;G1S/"]F;VYT/CPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M.#!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z.#!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X M.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,R`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`X,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF M(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE2!,3$,\+V9O;G0^/"]T9#X\ M=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BUT97)M(&%N9"!L;VYG+71E6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`R,#$S/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B`H86UO=6YT6QE/3-$)VUA6QE/3-$8F]R9&5R M+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`S,#5P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S5P>#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O'0M M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O6QE M/3-$)W=I9'1H.B`W-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S5P>#LG/B8C,38P M.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^52Y3+B!T2!S96-U'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S`U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C M,#`P,#`P.R<^("`@("`@(&1U92!I;B`Q('EE87(@;W(@;&5S6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`U<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T M.T-/3$]2.B`C,#`P,#`P.R<^075C=&EO;B!R871E('-E8W5R:71I97,@9'5E M(&%F=&5R('1E;B!Y96%R6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S`U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`W-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C'1087)T7V0Y8V,Q-3'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA'0^)SQS M<&%N/CPO6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.VUA#LG/C4\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^)B,Q-C`[ M)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[26YV96YT;W)I M97,\+V9O;G0^/&9O;G0@3I4:6UE#LG M/D]U3I4:6UE3I4:6UE6QE/3-$ M)VUA6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA M#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U.'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C4X<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-C)P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0U M("!S='EL93TS1"=W:61T:#H@,C@S<'@[(&)O6QE/3-$)W=I9'1H.B`U-W!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4W<'@[)SXF M(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U.'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C4X<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-C)P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@,3,R<'@[(&)O#MT97AT+6%L:6=N.F-E;G1E M#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,3,R<'@[(&)O#MT97AT+6%L M:6=N.F-E;G1E#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4W<'@[)SXF(S$V,#L\ M+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U.'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4X M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-C)P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@,3(P<'@[(&)O6QE/3-$)W=I9'1H.B`U-W!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C8R M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E!U#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,C!P>#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,C!P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X M="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C8R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-W!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C4W<'@[)SXF M(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U.'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C4X<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M-C)P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[ M8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,C!P>#L@8F]R9&5R M+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4 M+4%,24=..B!R:6=H=#LG/C(P.3PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U-W!X.R!T97AT+6%L:6=N.G)I9VAT.V)O2X\+V9O;G0^/"]P/CQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.VUA#LG/C8\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^)B,Q-C`[ M)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[4V]F='=A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^1#PO9F]N M=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^2`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^:6-E;G-E3I4:6UE#LG/E1H92!F;VQL;W=I;F<@=&%B;&4@6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F-A<&ET M86QI>F5D/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!S;V9T=V%R92!D979E;&]P M;65N="`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/F%N9"!I;G1E;&QE8W1U86P@<')O<&5R='D@;&EC96YS97,\ M+V9O;G0^/&9O;G0@3I4:6UE#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,S,W<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`U.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Y-W!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@.3=P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.CDW<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=( M5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=I9'1H.B`U M.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`Y-W!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Y M-W!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,S,W<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/DEN=&5R;F%L;'D@9&5V96QO<&5D('-O9G1W87)E(&-O M6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X-7!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`X-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`U.'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S,W<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E!A>6UE;G1S(&UA9&4@=&\@=&AI M#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3AP>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB M;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H M.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.#5P>#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P M>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@.#5P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3AP>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O M<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R M+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,S,W<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DEN=&5L M;&5C='5A;"!P2!L:6-E;G-E#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U.'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O3I4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R.3%P>#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`X.7!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#EP>#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C4P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S=P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE M/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C4P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE2!L:6-E;G-E#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S=P>#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`R M-S)P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y M931?83@T8E\P939A,3`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`P,#`P,#MM:6XM=VED M=&@Z,C,P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$-2`@6QE.G-O;&ED M.V)O'0M86QI9VXZ8V5N=&5R.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`X,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R-3!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4P<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/ M3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY,96%S96AO;&0@:6UP M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY/9F9I8V4@ M9G5R;FET=7)E(&%N9"!O=&AE#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-7!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C,P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^5&]T86P@8V]S="!O9B!P2!A;F0@97%U:7!M96YT/"]F M;VYT/CPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`R-3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2 M.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`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`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.VUA#LG/C@\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^)B,Q M-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[26YT86YG M:6)L92`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^3I4:6UE#LG/DEN=&%N9VEB;&4@87-S971S+"!N970@8V]N6QE/3-$)VUA6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA M<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(T,'!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I M9'1H.B`R,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P M,#`P.U1%6%0M04Q)1TXZ(&-E;G1E6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@'0M M86QI9VXZ8V5N=&5R.V)O6EN9SPO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP M>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UEF%T:6]N/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`R-3EP>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DQI M8V5N'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C9P>#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C9P>#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R M,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DEN=&5R;F%L;'DM9&5V96QO<&5D(&9R M86YC:&ES97,@/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`R-3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@-C9P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF M(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`R-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C)P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@,C4Y<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4Y<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^06-Q M=6ER960@:6YD969I;FET92UL:79E9"!I;G1A;F=I8FQE(&%S#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/D%C=&EV M:7-I;VX@=')A9&5M87)K(#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`X-G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=. M.B!C96YT97([)SY);F1E9FEN:71E/"]F;VYT/CPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z.#9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(T,'!X.R<^)B,Q-C`[ M/"]T9#X\=&0@8V]L'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$ M)W=I9'1H.B`W.'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C0P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M-G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$ M)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W.'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W M.'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ8V5N=&5R.V)O M#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`X M-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\ M+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M65A#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/DEN M=&5R;F%L;'DM9&5V96QO<&5D(&9R86YC:&ES97,@/"]F;VYT/CPO=&0^/'1D M("`@'0M86QI9VXZ8V5N=&5R.V)O M6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-3EP>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X-G!X.R!T97AT M+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C9P>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M8V5N=&5R.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R M9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T M:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW M:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R M+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R M9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO=&0^/"]T M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C4Y M<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C4Y<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/D%C<75I'0M M86QI9VXZ8V5N=&5R.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P>#LG/B8C,38P.SPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C@V<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#M415A4+4%,24=..B!C96YT97([)SY);F1E9FEN:71E/"]F M;VYT/CPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-3EP>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M8V5N=&5R.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,G!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G=A6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/C0\+V9O;G0^/&9O;G0@2X\ M+V9O;G0^/"]P/CQP('-T>6QE/3-$)VUA6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`R,#$S/"]F;VYT/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/BP@9G5T=7)E(&%M;W)T:7IA=&EO;B!O9B!D969I;FET92UL:79E M9"!I;G1A;F=I8FQE(&%S#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-#8P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!L969T.R<^,C`Q-#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@.#!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-#EP>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#EP>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M.#!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#EP>#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-#EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#8P<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L M969T.R<^,C`Q-SPO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`X,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`T M.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C0Y<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`T.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C0Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`T-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#EP>#LG/B8C M,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-#EP>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#8P M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E1O=&%L/"]F M;VYT/CPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-#EP>#LG M/B8C,38P.SPO=&0^/"]T6QE/3-$)VUA M6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5V4@9&ED(&YO="!R96-O M3I4:6UE'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA'0^)SQP('-T>6QE/3-$)VUA3I4:6UE65A3I4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,#!P>#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(P,'!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"!C M;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N M=&5R.V)O6QE/3-$)W=I9'1H.B`Q,#!P M>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C`P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W.7!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3%P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W.7!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@"!B96YE9FET(&-R961I=&5D('1O(&=O;V1W:6QL M(#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`W.7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[ M)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,R`@6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`W.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@,C(P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^5&%X(&)E M;F5F:70@8W)E9&ET960@=&\@9V]O9'=I;&P@/"]F;VYT/CPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-SEP>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C%P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(Q<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W.7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(P<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,R`@#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@-SEP>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,7!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3%P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W.7!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`R,7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C%P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`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`R,#$S M(&%N9"`R,#$R+"!T:&4@9W)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M8V5N=&5R.V)O'0M M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E M;G1E#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P M>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ8V5N=&5R.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ8V5N M=&5R.V)O'0M86QI M9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$ M)W=I9'1H.B`W,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W,7!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)OF%R9#PO9F]N=#X\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-S)P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P M>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[ M)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Q<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P M>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`R,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R,3!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(P<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T M.R<^0F%L86YC92!A="!$96-E;6)E#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+71O<"US='EL M93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H M.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.F1O=6)L93MB;W)D97(M=&]P+7=I M9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C$P<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$P M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=. M.B!L969T.R<^1V]O9'=I;&P\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3%P>#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI9VXZ'0M M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL M93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Q<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T M>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I M9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`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`D,C@P(&UI;&QI;VX@870@1&5C M96UB97(@,S$L(#(P,3,@86YD(#(P,3(L(')E2X\+V9O;G0^ M/"]P/CQP('-T>6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^26YC;'5D M960@:6X@)B,X,C(P.T]T:&5R(&-U6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/C(T/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C`\+V9O M;G0^/&9O;G0@7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`F(S@R,C`[=6YO8G-E6QE/3-$;6%R9VEN+6QE9G0Z-39P>#ML:7-T+7-T>6QE.F1I M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/DQE=F5L)B,Q-C`[,B8C.#(Q,CM/8G-E3I4:6UE3I4 M:6UE2!A;F0@=&AA="!A3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5&AE('1A8FQE(&)E;&]W M('-E9W)E/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F=A=&5S(&%L;"`\+V9O;G0^ M/&9O;G0@3I4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("!R;W=S<&%N/3-$,B!S M='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`R-#1P>#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(T-'!X.R<^/&9O;G0@#L@=&5X="UA;&EG;CIC M96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C M,38P.SPO=&0^/'1D("!R;W=S<&%N/3-$,B!S='EL93TS1"=W:61T:#H@,3(S M<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T M.V)O6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SXF(S$V,#L\+W1D/CPO='(^ M/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,C5P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$ M)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC M96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC M96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O'0M86QI M9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N M=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,C-P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M'0M M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[ M/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`W.'!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W.'!X M.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C6QE M/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^ M)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`W M.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B M;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@-SAP>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,C5P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E M>'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X M.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3(S<'@[(&)O#LG/B8C,38P.SPO=&0^ M/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1% M6%0M04Q)1TXZ(&QE9G0[)SY-;VYE>2!M87)K970@9G5N9',@/"]F;VYT/CPO M=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.R<^0V%S:"!A;F0@8V%S:"!E<75I=F%L96YT#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE M/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q M-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.'!T.T-/3$]2.B`C,#`P,#`P.R<^0V%S:"!A;F0@8V%S:"!E<75I=F%L96YT M#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q,C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M M04Q)1TXZ(&QE9G0[)SY!=6-T:6]N(')A=&4@6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X M.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.R<^3&]N9RUT97)M(&EN=F5S=&UE;G1S/"]F;VYT/CPO=&0^/"]T M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M M04Q)1TXZ(&QE9G0[)SY4;W1A;"!R96-U#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^ M)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N M=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SXF(S$V,#L\+W1D/CPO M='(^/"]T86)L93X\+V1I=CX\<"!S='EL93TS1"=M87)G:6XM=&]P.B`P<'0[ M(&UA#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^ M)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0X("!S='EL93TS1"=W M:61T:#H@,C0T<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U M<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`Q,C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U M<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$ M)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SXF M(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R M,C5P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N M=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C8V<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U M<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`Q,C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S M='EL93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C(U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X M.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$)W=I9'1H M.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@-SAP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C(U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@8V]L6QE/3-$ M)W=I9'1H.B`W.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W.'!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W.'!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O M#MT M97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`W.'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C5P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@-SAP>#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N M=&5R.V)O6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ8V5N=&5R M.V)O6QE/3-$)W=I9'1H.B`Q,C-P>#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY296-U#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,C-P>#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.G)I9VAT.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/ M3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY-;VYE>2!M87)K970@ M9G5N9',@/"]F;VYT/CPO=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO M9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#LG/B8C,38P.SPO=&0^/'1D M("`@6QE M/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE2!S96-U#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U M<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W M:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C M,#`P,#`P.R<^4VAO#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X M.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C9P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`R-#!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-C9P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3)P>#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`U M<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T M.T-/3$]2.B`C,#`P,#`P.R<^3&]N9RUT97)M(&EN=F5S=&UE;G1S/"]F;VYT M/CPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C0P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P M,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY4;W1A;"!R96-U#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I M9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P M.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V-G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T M.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U<'@[('1E>'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-7!X.R<^)B,Q-C`[/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3(S<'@[('1E>'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3(S<'@[)SXF(S$V M,#L\+W1D/CPO='(^/"]T86)L93X\+V1I=CX\<"!S='EL93TS1"=M87)G:6XM M=&]P.B`P<'0[(&UA#LG/E1H92!F;VQL;W=I;F<@=&%B;&4\ M+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/B!A(')E8V]N8VEL:6%T:6]N(&]F('1H92!B96=I;FYI;F<@86YD M(&5N9&EN9R!B86QA;F-E2!M86IO6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/CH\+V9O;G0^/"]P/CQP('-T>6QE/3-$)VUA6QE/3-$8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.VUA#L^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-3%P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.CEP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0Q,2`@ M6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.CEP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I M9'1H.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z.#EP>#LG/B8C,38P.SPO=&0^/'1D("!R;W=S<&%N/3-$ M-2!S='EL93TS1"=W:61T:#H@.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-3%P>#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C(U,7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M.7!X.R!T97AT+6%L:6=N.F-E;G1E#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`X.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C@Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Y<'@[ M('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z.#EP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@,3`R<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-3%P>#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(U,7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.7!X M.R!T97AT+6%L:6=N.F-E;G1E6QE M/3-$)W=I9'1H.B`Q,#%P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P,7!X.R<^/&9O;G0@6QE M/3-$)W=I9'1H.B`Q,#)P>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P,G!X.R<^/&9O;G0@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ8V5N=&5R.V)O M#LG/B8C,38P.SPO M=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.CEP>#LG/B8C,38P M.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,3`Q<'@[ M(&)O6QE/3-$)W=I9'1H.B`Q M,#)P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C6QE/3-$ M)W=I9'1H.B`Y<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,W!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3-P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X.7!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@,C8S<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C8S<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#M415A4+4%,24=..B!L969T.R<^5&]T86P@=6YR96%L:7IE9"!G86EN M6QE/3-$ M)W=I9'1H.B`Y<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X.7!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.CEP M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z.#EP>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Y<'@[('1E>'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,W!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-C-P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Y<'@[('1E>'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.CEP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`X.7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R-S5P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#EP>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,W!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C@Y<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R-3%P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Y<'@[ M('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z.7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3)P M>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z.#EP>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE M/3-$)W=I9'1H.B`Y<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z.7!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S='EL M93TS1"=W:61T:#H@,3-P>#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`X.7!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H M.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`Q,W!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB M;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@.#EP>#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R M9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.#EP>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE3I4:6UE#LG/BAA*3PO9F]N=#X\9F]N="!S='EL93TS M1"=F;VYT+69A;6EL>3I4:6UE2P@9'5R M871I;VXL(&EN3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/BP\+V9O;G0^/&9O;G0@7-I3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`Q)2!O9B!O=7(@ M9FEN86YC:6%L(&%S6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SMM87)G:6XM;&5F=#HQ.'!X.R<^ M1F]R96EG;B!#=7)R96YC>2!&;W)W87)D($-O;G1R86-T6QE/3-$)VUA6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G M:6XM;&5F=#HS-G!X.R<^5V4@=')A;G-A8W0@8G5S:6YE2!D/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F5R:79A M=&EV92!C;VYT3I4:6UE2`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`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`Q,3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL M>3I4:6UE3I4:6UE6EN9R!A;6]U;G0@;V8@=&AE(&%S3I4:6UE#LG/D9O3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B`R,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!A;F0@,C`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`P,#`P,#MM:6XM=VED=&@Z,36QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W M-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$."`@ M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,36QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E M#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S)P>#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X.'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,36QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`W-G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`W,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-S9P>#L@=&5X M="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-S9P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R M("!S='EL93TS1"=W:61T:#H@.#AP>#L@=&5X="UA;&EG;CIC96YT97([8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@X<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W M(%)O;6%N.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q) M1TXZ(&-E;G1E6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S9P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S9P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S)P>#LG M/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`X.'!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`X.'!X.R!T97AT M+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,36QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`X.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`X.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`W,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-S9P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#AP M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C@X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+5=%24=(5#H@8F]L M9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.'!T M.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E;G1E#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`X.'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@'0M86QI9VXZ8V5N=&5R.V)O M6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-S9P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#AP>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C@X<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+5=%24=(5#H@8F]L9#M&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.'!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&-E M;G1E6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0R("!S='EL93TS1"=W:61T:#H@.#AP>#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L:6=N M.F-E;G1E#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9 M.B!4:6UE6QE/3-$)W=I9'1H.B`X.'!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG M;CIL969T.V)O6QE/3-$)W=I9'1H.B`X M.'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@ M=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-S9P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ8V5N=&5R M.V)O6QE/3-$)W=I9'1H.B`X.'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI M9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H M.B`X.'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`X.'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O6QE/3-$)W=I9'1H.B`X.'!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE M/3-$)W=I9'1H.B`X-'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`W-G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`W,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`W-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`W,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3@V<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4 M+4%,24=..B!L969T.R<^5&]T86P@;F]N+69I;F%N8VEA;"!A6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-S9P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O M='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S9P>#L@8F]R9&5R+6)O='1O;2US M='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S9P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W M-G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL M93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW:61T:#HS<'@[=&5X="UA;&EG;CIL M969T.V)O'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S)P M>#L@8F]R9&5R+6)O='1O;2US='EL93ID;W5B;&4[8F]R9&5R+6)O='1O;2UW M:61T:#HS<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%]D.6-C,34W-U]A9C,W7S0Y931?83@T8E\P939A,3`V934Q8C,- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO9#EC8S$U-S=?868S-U\T M.64T7V$X-&)?,&4V83$P-F4U,6(S+U=O'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB M;VQD.VUA#LG/C$R/"]F;VYT/CQF;VYT('-T>6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF M;VYT+7=E:6=H=#IB;VQD.R<^+CPO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT M+69A;6EL>3I4:6UE3I4 M:6UE6QE/3-$)VUA6QE/3-$)VUA M6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H M=#IB;VQD.V9O;G0M3I4:6UE#LG/D]N($]C=&]B97(\+V9O M;G0^/&9O;G0@6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/C$Q+"`R,#$S+"!I;B!C;VYN96-T:6]N(&%N9"!S:6UU;'1A;F5O=7-L>2!W M:71H('1H92!0=7)C:&%S92!46QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B8C,38P M.SPO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B8C M,38P.SPO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`\+V9O M;G0^/&9O;G0@3I4:6UE3I4:6UE2!R969E6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP\+V9O;G0^/&9O;G0@6QE/3-$)VUA6QE/3-$)VUA2!T:&4@;&5N9&5R'!E;G-E*2P@;F5T)B,X,C(Q M.R!O;B!T:&4@8V]N6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B`@/"]F;VYT/CPO<#X\<"!S='EL93TS1"=M87)G:6XM=&]P M.C!P=#L@;6%R9VEN+6)O='1O;3HP<'0G/B8C,38P.SPO<#X\<"!S='EL93TS M1"=M87)G:6XM=&]P.C!P=#L@;6%R9VEN+6)O='1O;3HP<'0G/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5V4\+V9O;G0^/&9O;G0@2!P3I4:6UE3I4:6UE2!R M97!A>6UE;G0@;V8@)#,W-2!M:6QL:6]N(&]N/"]F;VYT/CQF;VYT('-T>6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/B!O=7(@5&5R;2!,;V%N+B`@(%1H:7,@6UE;G1S M+B`@/"]F;VYT/CPO<#X\<"!S='EL93TS1"=M87)G:6XM=&]P.C!P=#L@;6%R M9VEN+6)O='1O;3HP<'0G/B8C,38P.SPO<#X\<"!S='EL93TS1"=M87)G:6XM M=&]P.C!P=#L@;6%R9VEN+6)O='1O;3HP<'0G/CQF;VYT('-T>6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G M:6XM;&5F=#HS-G!X.R<^5&AE($-R961I="!&86-I;&ET:65S(&%R92!G=6%R M86YT965D(&)Y(&-E3I4:6UE M2`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`R,#$S+"!W/"]F;VYT/CQF M;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/F4@:7-S=65D/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@ M870@<&%R+#PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE M6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G-E;FEO M3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/B8C.#(R,#LR,#(S($YO=&5S)B,X,C(Q.SPO9F]N M=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B!I;B!A('!R:79A=&4@ M;V9F97)I;F<\+V9O;G0^/&9O;G0@65R3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/E(\ M+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX@/"]F;VYT/CPO<#X\<"!S M='EL93TS1"=M87)G:6XM=&]P.C!P=#L@;6%R9VEN+6)O='1O;3HP<'0G/B8C M,38P.SPO<#X\<"!S='EL93TS1"=M87)G:6XM=&]P.C!P=#L@;6%R9VEN+6)O M='1O;3HP<'0G/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HS-G!X.R<^5&AE M($YO=&5S(&%R92`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SLG/G!A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/F1E6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T M>6QE.FET86QI8SLG/B`\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G1H92`\+V9O;G0^/&9O;G0@&ES=&EN9R!A;F0@9G5T=7)E(&EN9&5B=&5D;F5S6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B`\+V9O;G0^ M/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B!C=7-T;VUA3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/F]N M+"!A;6]N9R!O=&AE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B`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`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/G0@86YY('1I;64@<')I;W(@=&\@4V5P=&5M8F5R M(#$U/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@,C`Q."P@=VET:"!R97-P96-T M('1O('1H92`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`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`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0X("!S M='EL93TS1"=W:61T:#H@,S8P<'@[(&)O#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C0P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,3!P>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E M6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,3$P<'@[(&)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q,3!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E M6QE/3-$)W=I9'1H.B`Q,3!P>#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@.3!P>#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z.3!P>#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`R-C!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Y,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`R-C!P>#L@=&5X="UA;&EG M;CIL969T.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG M;CIL969T.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@.3!P>#L@8F]R9&5R+71O<"US='EL M93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT M.V)O6QE/3-$)W=I9'1H.B`R-C!P M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C8P<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^5&]T86P@;&]N9RUT M97)M(&1E8G0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,35P M>#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@.3!P M>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P M>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I M9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I M9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T M=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49! M34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@ M(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@ M.3!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Y,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ3I4:6UE M#LG M/D9O6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/GEE87(\+V9O;G0^/&9O M;G0@3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BP@,C`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`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`@65A'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`R.#!P>#L@ M=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T M:#H@,3`P<'@[('1E>'0M86QI9VXZ6QE/3-$ M)W=I9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R.#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C(P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3`P<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/C(U M/"]F;VYT/CPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@,C@P<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C@P<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^,C`Q-R`\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,35P>#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`R,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C!P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O6QE/3-$)W=I9'1H M.B`R.#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H M.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`R,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C(P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`R-C!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ3I4:6UE2`Q,2P@,C`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`\+V9O M;G0^/&9O;G0@6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/G1H:7,@=F]L=6YT87)Y('!R:6YC:7!A;"!R97!A>6UE;G0@=V%S(&YO="!A M(&-O;G1R86-T=6%L(')E<75I6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/F1I9"!N;W0@87!P3I4:6UE6UE;G0@;V8@)#(U(&UI;&QI;VX@ M9F]R(#(P,30@:&%S(&)E96X@6QE/3-$)VUA6QE/3-$)VUA#LG/D-O6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/F$@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BX@(#PO9F]N=#X\9F]N="!S='EL M93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/D1E8SPO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/C$\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/F4@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G)E M8V]R9&5D("0\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/G=I M=&AI;B`F(S@R,C`[3W1H97(@87-S971S("8C.#(Q,3L@;F]N+3PO9F]N=#X\ M9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/F-O;G-O;&ED871E9"!B86QA;F-E('-H965T/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/BX@(#PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT M+69A;6EL>3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/FYO="`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/F%N9"!I6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B!O=7(\+V9O;G0^/&9O;G0@3I4:6UE'0O:F%V87-C M3X-"B`@("`\=&%B;&4@ M8VQA'0^)SQP M('-T>6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.R<^)B,Q-C`[ M)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`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`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIL969T.V)O M6QE/3-$)W=I9'1H.B`S-C%P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.F-E;G1E6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,3EP>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@,3$R<'@[(&)O6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,3)P>#L@=&5X="UA M;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Q M,G!X.R<^/&9O;G0@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@ M,3$R<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,3EP M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S M='EL93TS1"=W:61T:#H@,3$R<'@[(&)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3-P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@,3$R<'@[(&)O#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS M1"=W:61T:#H@,3`P<'@[(&)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O6QE/3-$)W=I9'1H.B`Q,W!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$S<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,#!P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$ M,B`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,W!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!R:6=H=#LG/CDS/"]F M;VYT/CPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,W!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!R:6=H=#LG/CDT/"]F;VYT/CPO M=&0^/"]T'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T M:#H@,C,X<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,C,X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#M415A4+4%,24=..B!L969T.R<^06UO=6YT6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P M<'@[)SXF(S$V,#L\+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`R,3EP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4W<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^0F%L86YC92!A="!$ M96-E;6)E6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`Q,#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T M9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3`P M<'@[(&)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T:#HS<'@[ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.F1O=6)L93MB;W)D M97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$P,'!X.R<^)B,Q-C`[/"]T9#X\=&0@("!S M='EL93TS1"=W:61T:#H@,3-P>#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V,#L\ M+W1D/CPO='(^/'1R/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q.7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R,3EP M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS M<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`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`P,#`P M,#MM:6XM=VED=&@Z,C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N M/3-$,B`@'0M86QI9VXZ8V5N=&5R.V)O M6QE/3-$)W=I9'1H.B`Q,3)P>#L@=&5X M="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$Q,G!X.R<^/&9O;G0@6QE/3-$)W=I9'1H.B`Q,W!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@,3$R<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/B8C,38P.SPO=&0^/"]T'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`Q,3)P>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X] M,T0R("!S='EL93TS1"=W:61T:#H@,3$R<'@[(&)O#L@=&5X="UA;&EG;CIL M969T.V)O6QE/3-$)W=I9'1H.B`Q,3)P M>#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.F-E;G1E'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4W<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^0F%L86YC92!A="!$ M96-E;6)E6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q M,#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,#!P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE.G-O;&ED M.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@,C,X<'@[('1E>'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,C,X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4 M+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/ M4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^3W1H97(@8V]M<')E:&5N M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C$Y<'@[)SX\9F]N="!S='EL93TS1"=& M3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M# M3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^8F5F;W)E(')E8VQA M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V M,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,#!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3-P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,C$Y<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@ M5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P M,#LG/F]T:&5R(&-O;7!R96AE;G-I=F4@:6YC;VUE("AL;W-S*3PO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3-P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3`P M<'@[(&)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE M.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3`P<'@[(&)O6QE/3-$)W=I9'1H.B`Q,W!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$S<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,#!P>#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB M;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H M.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE3I4:6UE#LG/DEN8V]M92!T87AE2!T3I4:6UE'0O:F%V87-C3X-"B`@("`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`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#AP>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0X M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS M1"=W:61T:#H@-C)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$ M)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`V,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D M(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@-C)P>#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T M=&]M+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`V M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,C0X<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@ M6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O M#L@=&5X="UA;&EG;CIC96YT M97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.F-E M;G1E#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ8V5N=&5R.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0X("!S='EL93TS M1"=W:61T:#H@,C`V<'@[('1E>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`R-#AP M>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0X("!S='EL M93TS1"=W:61T:#H@,C`V<'@[(&)O6QE/3-$)W=I9'1H.B`R,#9P>#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C)P>#MT97AT+6%L M:6=N.F-E;G1E#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-3AP>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R M+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H M.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M.7!T.T-/3$]2.B`C,#`P,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`R-3AP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"!C;VQS<&%N/3-$,B`@6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@ M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0X<'@[)SX\9F]N="!S M='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE: M13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[)SY/<&5R M871I;F<@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`R M-CAP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$ M)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIR:6=H M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R-CAP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'!E;G-E.CPO9F]N=#X\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C0X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1% M6%0M04Q)1TXZ(&QE9G0[)SYR96QA=&5D(&-O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C4X<'@[('1E>'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4X M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ M(&QE9G0[)SY3=&]C:RUB87-E9"!C;VUP96YS871I;VX@97AP96YS92`\+V9O M;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"!C;VQS<&%N/3-$,B`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C4X<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4X<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[ M)SY!;6]R=&EZ871I;VX@;V8@:6YT86YG:6)L92!A#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I M9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O M'0M M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$,B`@6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z-3!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG M;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`R-3AP>#L@=&5X="UA;&EG;CIL M969T.V)O#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C0X<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^5')A;G-A8W1I;VX@ M86YD(')E;&%T960@9&5B="!F:6YA;F-I;F=S/"]F;VYT/CPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+6)O='1O M;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L M:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB M;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.G)I9VAT.V)O#L@8F]R9&5R M+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT M97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ6QE/3-$)W=I9'1H M.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`U,'!X M.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C8X M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ M(&QE9G0[)SY#;VYS;VQI9&%T960@;F5T(')E=F5N=65S("\@;W!E#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P M,#`P.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X M.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O M6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^ M)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,C4X<'@[('1E>'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4X<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1%6%0M04Q)1TXZ(&QE9G0[ M)SY);G1E#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW:61T M:#HS<'@[=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93ID;W5B;&4[8F]R9&5R+71O<"UW M:61T:#HS<'@[=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE.F1O M=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D97(M=&]P+7-T>6QE M.F1O=6)L93MB;W)D97(M=&]P+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#MT97AT+6%L:6=N.G)I9VAT.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,C8X<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.U1% M6%0M04Q)1TXZ(&QE9G0[)SY#;VYS;VQI9&%T960@:6YC;VUE(&)E9F]R92!I M;F-O;64@=&%X(&5X<&5N#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-3!P>#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!T97AT+6%L M:6=N.G)I9VAT.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB M;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H M.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^ M)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U,'!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D M97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE3I4:6UE3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/B`F(S@R,C`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`R,#$S+"`R,#$R+"!A;F0@ M,C`Q,3PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^ M/'1D(&-O;'-P86X],T0X("!S='EL93TS1"=W:61T:#H@,CDQ<'@[(&)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@.#EP>#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MB;W)D M97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4 M.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ8V5N=&5R.V)O6QE/3-$)W=I M9'1H.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O6QE/3-$)W=I9'1H.B`R.3AP>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@8F]R9&5R+71O<"US='EL93IS M;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.G)I9VAT.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D M97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG M/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-S=P>#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P M.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-S=P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D M("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T M=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9 M.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE M/3-$)VUA6QE/3-$)VUA6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MM87)G:6XM;&5F=#HP<'@[/E1H92!#;VUP86YY)W,@;F5T(')E M=F5N=65S(&EN('1H92!5+E,N('=E2=S(&YE="!R979E;G5E2X@5&AE($-O;7!A M;GDG3I4:6UE#LG/DYE="!R979E;G5E2!P;&%T9F]R;2!W97)E M(&%S(&9O;&QO=W,@*&%M;W5N=',@:6X@;6EL;&EO;G,I.CPO9F]N=#X\+W`^ M/'`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R M.V)O#LG/B8C,38P M.SQS=7`^/"]S=7`^/"]T9#X\=&0@8V]L6QE/3-$)W=I M9'1H.B`X.7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL M93TS1"=W:61T:#H@.#EP>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O#MT97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M2!P;&%T9F]R;3H\+V9O;G0^/'-U<#X\ M+W-U<#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ8V5N=&5R.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ8V5N=&5R.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C)P>#MT97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$ M)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D("`@6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4R M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=. M.B!L969T.R<^0V]N6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS M1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P M=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^)#PO9F]N=#X\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM M97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M4 M15A4+4%,24=..B!L969T.R<^)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N M="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^ M)#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R-3)P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG M;CIL969T.V)O#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M-S=P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X M.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIL969T.V)O6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ6QE/3-$)W=I9'1H.B`Q M,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#L@ M8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H M.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R-S%P>#L@=&5X="UA M;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B M;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE M9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C M,38P.SPO=&0^/'1D("`@#LG M/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`R-S%P>#L@=&5X="UA;&EG;CIL969T.V)O M#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D M97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`W-W!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B M;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+6)O M='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT M+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`R-S%P>#L@=&5X="UA;&EG;CIL969T M.V)O#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H M.C%P>#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M M+7=I9'1H.C-P>#MT97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M#L@=&5X="UA;&EG;CIL969T.V)O#MB;W)D97(M8F]T=&]M+7-T>6QE.F1O=6)L M93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^)#PO9F]N M=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`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`P,#`P,#MM:6XM=VED=&@Z,CDP<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"!C;VQS<&%N/3-$."`@6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO=&0^/'1D("`@ M#L@=&5X="UA;&EG;CIC96YT97([ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"!C;VQS<&%N/3-$,B`@#MT97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD M.T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ M8V5N=&5R.V)O6QE/3-$)W=I9'1H.B`W M,G!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.F-E;G1E#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W M:61T:#H@-S)P>#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P M+7=I9'1H.C)P>#MB;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ8V5N=&5R.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`Y<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^3&]N9RUL M:79E9"!A6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T M>6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P M.SPO=&0^/'1D("`@#LG/B8C M,38P.SPO=&0^/'1D("`@'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R M9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P>#MT97AT M+6%L:6=N.G)I9VAT.V)O#L@ M=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C)P M>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V M,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED.V)O'0M86QI9VXZ6QE M/3-$)W=I9'1H.B`Q.7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$Y<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`R.3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE/3-$ M)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@=&5X="UA M;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E, M63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P M,#`P,#LG/B0\+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P M>#L@=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z-C!P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF;VYT('-T>6QE/3-$)T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I M9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL M969T.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,CDP<'@[ M)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N M.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L M969T.R<^175R;W!E(#PO9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P M,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$ M)W=I9'1H.B`V,'!X.R!T97AT+6%L:6=N.G)I9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIR M:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-C!P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3EP>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R M.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG M/B8C,38P.SPO=&0^/'1D("`@#L@8F]R9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I M9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O#L@8F]R9&5R+6)O='1O;2US='EL93IS M;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M8F]T=&]M M+7-T>6QE.G-O;&ED.V)O'0M86QI M9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,S`Y<'@[)SX\9F]N="!S='EL M93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/3E0M4TE:13H@ M,3!P=#M#3TQ/4CH@(S`P,#`P,#M415A4+4%,24=..B!L969T.R<^5&]T86P@ M;&]N9RUL:79E9"!A#L@=&5X="UA;&EG;CIL M969T.V)O#L@8F]R9&5R+71O M<"US='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T M=&]M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B0\+V9O;G0^ M/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@-C!P>#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MB;W)D97(M8F]T=&]M M+7-T>6QE.F1O=6)L93MB;W)D97(M8F]T=&]M+7=I9'1H.C-P>#MT97AT+6%L M:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,3)P>#LG/B8C,38P.SPO=&0^/'1D("`@#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%- M24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,G!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$R<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,G!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3)P>#LG/CQF M;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`V,'!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/E0\+V9O;G0^/&9O;G0@2!L M;VYG+6QI=F5D(&%S3I4:6UE2!B>2!R96=I;VX@87)E(&]U3I4:6UE&5D(&%S2!I;F-L=61E('!R;W!E2!L;V-A=&EO;BX\+V9O;G0^/"]P/CQP('-T>6QE/3-$)VUA6QE/3-$)VUA3I4:6UE'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPOF%R9"!%<75I='D@26YC M96YT:79E(%!L86YS/"]F;VYT/CPO<#X\<"!S='EL93TS1"=M87)G:6XM=&]P M.C!P=#L@;6%R9VEN+6)O='1O;3HQ,G!T)SX\9F]N="!S='EL93TS1"=F;VYT M+69A;6EL>3I4:6UE#LG/E1H92!!8W1I=FES:6]N($)L:7IZ87)D)B,Q-C`[26YC M+B`R,#`X($EN8V5N=&EV92!0;&%N('=A2!O=7(@0F]A2!T:&4@0V]M<&5N2!O=7(@0F]AF5S('1H92!#;VUP96YS871I;VX@0V]M;6ET=&5E(&]F(&]U3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BT@;W(@=F%L=64\+V9O M;G0^/&9O;G0@2!R969E2!I;F9L=65N M8V4@=&AE('9A;'5E(&]F(&]UGIA3I4:6UE M#LG M/E=H:6QE('1H92!#;VUP96YS871I;VX@0V]M;6ET=&5E(&AA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BUB87-E9"!C;VUP96YS871I;VX@ M<')O9W)A;2!F;W(@=&AE(&UO3I4:6UE#LG/D%T($1E8V5M8F5R)B,Q-C`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`H M)B,X,C(P.T545$4F(S@R,C$[*2!W97)E('5S960@=&\@&5R8VES92!B96AA=FEO2!A9&IU&5R8VES92!A;F0@<&]S="UV97-T M:6YG('1E6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#HP M<'@[)SXF(S$V,#LF(S$V,#LF(S$V,#LF(S$V,#LF(S$V,#LF(S$V,#LF(S$V M,#L\+V9O;G0^/&9O;G0@3I4:6UE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/BUL871T M:6-E(&UO9&5L.CPO9F]N=#X\+W`^/'`@#L@=&5X="UA M;&EG;CIL969T.V)O#L@8F]R9&5R+6)O='1O;2US M='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P>#MT97AT+6%L:6=N M.F-E;G1E#LG M/B8C,38P.SPO=&0^/"]T#L@=&5X="UA;&EG;CIL969T.V)O#MT97AT+6%L:6=N.F-E;G1E M6QE/3-$)W=I M9'1H.B`R-3!P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O;'-P M86X],T0S("!S='EL93TS1"=W:61T:#H@,3$U<'@[(&)O#MT97AT+6%L:6=N M.F-E;G1E6QE/3-$)W=I9'1H.B`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`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ#L@8F]R9&5R+71O<"US='EL93IS;VQI M9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.FQE9G0[8F]R9&5R M+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT M9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO M=&0^/'1D("`@#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O M;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D("`@#L@8F]R9&5R+71O<"US M='EL93IS;VQI9#MB;W)D97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I M9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4P M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/E)I'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P M,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@ M=&5X="UA;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM M=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@ M3F5W(%)O;6%N.T9/3E0M4TE:13H@,3!P=#M#3TQ/4CH@(S`P,#`P,#LG/B4\ M+V9O;G0^/"]T9#X\=&0@("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA M;&EG;CIL969T.V)O#L@=&5X M="UA;&EG;CIL969T.V)O#L@ M=&5X="UA;&EG;CIR:6=H=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z.#5P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I9'1H.B`Q M,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I M9'1H.B`X-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM M:6XM=VED=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4 M:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X M-7!X.R!T97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED M=&@Z,35P>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`X-7!X.R!T M97AT+6%L:6=N.G)I9VAT.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`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`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`Q/"]F;VYT/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/C(\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/C$\+V9O;G0^/&9O;G0@'!E3I4:6UE&5R8VES92!A;F0@<&]S="UV97-T:6YG('1E2!T;R!A8V-U6UE;G0@87=A M2!T;R!A8V-U'!E8W1E9"!S=&]C:R!P6EE;&0L(&%N9"!E;7!L M;WEE92!T97)M:6YA=&EO;B!R871E6QE/3-$)VUA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SMM M87)G:6XM;&5F=#HP<'@[)SY3=&]C:R!/<'1I;VX@06-T:79I=&EE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C,\+V9O;G0^ M/&9O;G0@&-E<'0@;G5M8F5R(&]F('-H87)E3I4:6UE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/B!A;F0@<&5R('-H87)E(&%M;W5N=',I.CPO9F]N=#X\+W`^ M/'`@'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO=&0^/'1D("`@#L@=&5X="UA;&EG;CIL969T.V)O M#L@=&5X="UA;&EG;CIL969T M.V)O#L@=&5X="UA;&EG;CIL M969T.V)O#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P M<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C6QE/3-$ M)W=I9'1H.B`S,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P M,#`P,#`[;6EN+7=I9'1H.C,P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE M/3-$)W=I9'1H.B`R-35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/B8C,38P.SPO=&0^/'1D("`@ M'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D M("`@'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-35P>#LG/B8C,38P.SPO=&0^ M/'1D("`@'0M86QI9VXZ;&5F=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO M=&0^/'1D(&-O;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,3`U<'@[('1E M>'0M86QI9VXZ8V5N=&5R.V)O#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/ M3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T M97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H M.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P M>#L@=&5X="UA;&EG;CIC96YT97([8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$P,'!X.R<^/&9O;G0@#L@=&5X M="UA;&EG;CIL969T.V)O6QE/3-$)W=I M9'1H.B`X-7!X.R!T97AT+6%L:6=N.F-E;G1E#LG/CQF;VYT('-T>6QE/3-$)T9/3E0M5T5) M1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,S!P>#LG/B8C,38P.SPO=&0^/'1D("`@#MT97AT+6%L:6=N.F-E;G1E M#LG/CQF;VYT M('-T>6QE/3-$)T9/3E0M5T5)1TA4.B!B;VQD.T9/3E0M1D%-24Q9.B!4:6UE M'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L M;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D(&-O M;'-P86X],T0R("!S='EL93TS1"=W:61T:#H@,3`U<'@[(&)O&5R8VES92!P6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,#!P>#L@8F]R M9&5R+6)O='1O;2US='EL93IS;VQI9#MB;W)D97(M8F]T=&]M+7=I9'1H.C%P M>#MT97AT+6%L:6=N.F-E;G1E#L@=&5X="UA;&EG;CIL969T.V)O6QE M/3-$)W=I9'1H.B`X-7!X.R!B;W)D97(M8F]T=&]M+7-T>6QE.G-O;&ED.V)O M'0M86QI9VXZ8V5N=&5R.V)O#L@=&5X="UA;&EG;CIL969T M.V)O'0M86QI9VXZ M;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4U<'@[)SX\ M9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O;6%N.T9/ M3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^3W5T6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!B;W)D97(M=&]P+7-T>6QE M.G-O;&ED.V)O'0M86QI9VXZ'0M86QI9VXZ;&5F=#MB;W)D M97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^ M/'1D("`@#L@8F]R9&5R+71O<"US='EL93IS;VQI9#MB;W)D M97(M=&]P+7=I9'1H.C%P>#MT97AT+6%L:6=N.G)I9VAT.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P M,#`P,#MM:6XM=VED=&@Z,3!P>#LG/B8C,38P.SPO=&0^/'1D("`@6QE.G-O;&ED.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z M(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T M>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!B;W)D97(M=&]P+7-T>6QE.G-O;&ED M.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P>#LG/B8C,38P.SPO=&0^/'1D M("`@#L@=&5X="UA;&EG M;CIL969T.V)O'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,C4U M<'@[)SX\9F]N="!S='EL93TS1"=&3TY4+49!34E,63H@5&EM97,@3F5W(%)O M;6%N.T9/3E0M4TE:13H@.7!T.T-/3$]2.B`C,#`P,#`P.R<^1W)A;G1E9#PO M9F]N=#X\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`U-7!X.R!T97AT M+6%L:6=N.G)I9VAT.V)O'0M86QI M9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3!P>#LG M/B8C,38P.SPO=&0^/'1D("`@'0M M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,35P M>#LG/B8C,38P.SPO=&0^/'1D("`@'0M86QI9VXZ#L@=&5X="UA M;&EG;CIL969T.V)O'0M86QI9VXZ;&5F=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z M,3`P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X M.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I M9'1H.C$P<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q M-7!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN M+7=I9'1H.C$U<'@[)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H M.B`W,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[ M;6EN+7=I9'1H.C6QE/3-$)W=I9'1H.B`S,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R9&5R+6-O M;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C,P<'@[)SXF(S$V,#L\+W1D/CQT9"`@ M('-T>6QE/3-$)W=I9'1H.B`R-35P>#L@=&5X="UA;&EG;CIL969T.V)O#LG/CQF;VYT('-T>6QE M/3-$)T9/3E0M1D%-24Q9.B!4:6UE&5R8VES960\+V9O;G0^/"]T9#X\=&0@ M("!S='EL93TS1"=W:61T:#H@,3!P>#L@=&5X="UA;&EG;CIL969T.V)O#L@=&5X="UA;&EG;CIR:6=H=#MB M;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z-35P>#LG/CQF;VYT('-T M>6QE/3-$)T9/3E0M1D%-24Q9.B!4:6UE6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N.FQE9G0[8F]R M9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF(S$V,#L\+W1D M/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L:6=N.FQE9G0[ M8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[)SXF(S$V,#L\ M+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Y,'!X.R!T97AT+6%L:6=N.G)I M9VAT.V)O#L@=&5X="UA;&EG;CIL969T.V)O M'0M86QI9VXZ;&5F M=#MB;W)D97(M8V]L;W(Z(S`P,#`P,#MM:6XM=VED=&@Z,3`P<'@[)SXF(S$V M,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q,'!X.R!T97AT+6%L:6=N M.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$P<'@[)SXF M(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`Q-7!X.R!T97AT+6%L M:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C$U<'@[ M)SXF(S$V,#L\+W1D/CQT9"`@('-T>6QE/3-$)W=I9'1H.B`W,'!X.R!T97AT M+6%L:6=N.FQE9G0[8F]R9&5R+6-O;&]R.B,P,#`P,#`[;6EN+7=I9'1H.C